The Disney Chronicles III: Fantasia
by dinodisneylover1
Summary: The ponies of Equestria are organizing a concert in Canterlot. While Octavia is brainstorming with Twilight, the book, once more, summoned our Equestrian heroes for another adventure. This time they will be sent to a special place that connects to worlds that are created by classical music. Worlds that contain massive dinosaurs, a mouse who wants to be a great sorcerer and a...
1. Concert Preparation - Inspiration Search

"Morning in Ponyville, what could be more beautiful than that?" A familiar voice spoke. "As Celestia's sun began to rise, all the ponies awoke to the rays of daylight. Some began their daily duties, while others basked and played in the warmth of the sun. I'm telling you, it's not every day I see something like this in another world?"

_Hmm?_

Inside Twilight's castle, within the library, there sat the source of whom the voice belongs to. A little cricket reading a book, as the camera pans toward him.

"Oh! Hello, didn't hear you come in!" Jiminy Cricket replied, turning to the camera

_Jiminy?_

"That's right, it's me," Jiminy Cricket spoke. "Cricket's the name, Jiminy Cricket. Never expected to see me in a different world, did ya?"

_Yes, well Jiminy…_

"Well, I didn't either. This is all completely new to me, but I actually love it and…"

_Jiminy!_ *Clears throat* _I hate to interrupt or be rude, but… As the writer, I normally tell the story._

"Oh, of course," Jiminy replied, looking at the sky. "I just wanted to tell our readers how excited I am."

_Of course, I'd love for you to do that. But next time, could you give me a little warning?_

"I'll do that, Mr. Writer sir," Jiminy said.

_Uh oh, I hear someone coming. Gotta go._

Anyways, a set of hoofsteps draws Jiminy to turn around as none other than Twilight Sparkle, the Princess of Friendship, enters the library.

"Good morning, Jiminy," Twilight greeted.

"Good morning, Twilight," Jiminy Cricket tipped his hat. "How are you today?"

"I'm fine, thank you. Did you sleep well on your first night in Equestria?"

"I slept great, actually. After I woke up, I decide to catch up on some reading in your library and I stumbled onto one book containing Equestria's history. I didn't know you hated each other at first and how it attracted these… Windigos?

"Yep, but luckily three ponies understood the true value of friendship," Twilight replied, proudly. "Its power was so great it chased the Windigos away, then eventually the three tribes learned to like each other and thus founded Equestria."

"Wow, that is quite a tale!"

"Yes, it is… So, any plans on your first day?"

"Hmm… I'm not sure," Jiminy shrugged. "Never thought about it."

"If you'd like I can ask Spike to give you a tour around town," Twilight offered. "I'd do it myself, but I have important business in Canterlot."

"What are you doing there?"

"We're preparing a concert and it's my duty to ensure everything is perfect."

"That's great, but are you sure it has to be _completely_ perfect? I mean as long as it looks good, it should be fine."

"The princesses are going to watch the concert," Twilight explains. "It _has_ to be perfect."

"Well, if you want everything to be a hundred percent perfect, I won't complain," Jiminy assures.

Suddenly, a yawn interrupts the two causing them to face the entrance. Spike enters the library, a Rarity plushie in one claw and rubbing his eyes with the other.

"Oh, good morning, Spike," Twilight greeted.

"Good morning, Twilight," Spike said, sleepily. "Good morning, Jiminy."

"Say Spike, would you like to give Jiminy a tour of Ponyville?" Twilight asked.

"Sure," Spike nodded, tiredly. "But why can't you?"

"I have to go to Canterlot," Twilight said. "Remember? The Concert?"

It took a moment for Spike to think about it, until it hit him.

"Oh yeah! Totally forgot about that. Whaddaya say, buddy?"

"Well alright then," Jiminy said, hopping on Spike's shoulder. "Show me the way."

Twilight watched as Spike and Jiminy stepped out the door, approaching the outside to explore Ponyville.

"Be careful out there!" Twilight called out.

"We will!" Spike called back.

While Twilight prepared for Canterlot, Spike gave Jiminy a tour through town. Jiminy became excited as they approached, recognizing many ponies from the Star Gaze Festival. He never had the chance to know them personally, but now he has all the time to do so.

"Over there's Town Hall," Spike explained, pointing out. "You can ask help from Mayor Mare for certain things. Over there's the school, then there's the hospital, train station and if you ever want to relax, I highly recommend the spa."

"My, my," Jiminy replied, looking around. "This town has everything.

"That's nothing. We also have a few shops, a couple restaurants and cafes. And if you have a desire for pie or cupcakes, the best place to go is Sugar Cube Corner. There's also the Carousel Boutique, that's where Rarity creates her best outfits."

As Spike explained further, a shadow loomed over them causing Jiminy to face the sky. Before his very eyes, he saw a mobile cloud with… A city.

"What is that?" The cricket pointed out.

"Oh, that's Cloudsdale," Spike answered, looking up. "Most of the Pegasi live there, including Fluttershy and Rainbow Dash's families."

"Amazing! An entire city on a cloud floating wherever it goes!"

"I know, right? There's lots of amazing things here."

Suddenly, Jiminy Cricket turned toward a destroyed tree, along with several bouquets of flowers on the ground at the front.

"Hey, Spike!" Jiminy calls out.

"What is it, Jiminy?" Spike asked.

"That tree, was that something important? I noticed all those flowers."

It was at that moment they both stood still, well Spike at least. The little dragon faces the tree, then looms toward the ground. Jiminy could see his little buddy was sad.

"Spike?" Jiminy asked. "Are you alright, son?"

"It's... It's okay, I'll tell you," Spike said, taking a deep breath. "That was the Golden Oak Library. When we first moved to Ponyville, this was me and Twilight's home. We had lots of good memories there: The parties, all the lessons we learned. I remember them like it was yesterday; I really miss those days."

"What happened?"

"Tirek, an evil centaur, he came one day stealing the magic of all ponies in Equestria including mine! When Twilight fought him, he destroyed the library and everything in it… Except her pet owl, Owlowiscious. I wasn't there when it happened; Twilight experienced the whole thing herself. After we defeated Tirek and sent him back to Tartarus, Twilight gained the castle we live in now. The girls even had the idea to dig up the tree roots and place them inside the castle while they asked me to distract Twilight. Those roots hang on the ceiling in the map room, each with special gems containing all the beautiful memories of the library before it was destroyed. Don't get me wrong, the castle is great, but this library was still our true home."

Jiminy felt sorry for his little dragon friend, watching him shed a single tear. He was especially sorry for his other friends, imagining how hard it was for them.

"I'm sorry that happened, Spike," Jiminy said, sadly.

"Hey, it's okay," Spike assured, with a small smile. "We just gotta move on, right?"

"That's right, son," Jiminy nodded. "You can have a peek in the past, but you must focus on the here and now."

"How about we run to Sugar Cube Corner for something sweet?" Spike asked. "I don't know about you, but all this walking makes me hungry. Besides, I can introduce you to the Cake Family."

"I'd love that," Jiminy replied, smiling.

As the dragon and the cricket went off to Sugar Cube Corner, Jiminy Cricket sang a little tune while Spike nods his head to the beat.

"_I'm no fool, no siree,_  
_I want to live to be 93,_  
_I play safe for you and me_  
'_Cause I'm no fool…"_

* * *

While Spike gave Jiminy the tour, Twilight was on her way to Canterlot. Of course, she could easily fly there, but she prefers going by train. After a few minutes, she had reached Canterlot and was on her way to the Opera House. She'd stop to address a few ponies asking for a picture or autograph, something that's been common for being a princess.

Eventually, Twilight reached the Opera house, as every pony was busily setting up decorations like garlands. But the best ponies on the job were none other than Lyra Heartstrings and Bon-Bon.

"Nice job, girls," Twilight complimented the two mares. "Keep up the good work!"

"Thank you, Princess Twilight," Lyra called, from the balcony.

As Twilight looked around, everything looked absolutely perfect. She strolls toward the orchestra, where the various musicians talked amongst each other. Among the orchestra is one of the most well-known cellists in the group: Octavia Melody.

"Good morning, every pony," Twilight greeted.

"Good morning, Princess Twilight," The musicians answered, in unison.

"How are things going?"

"Just about to practice promptly," Octavia smiled, with a lovely British accent.

Twilight Sparkle noticed while Octavia appeared happy, something was off. Having learned from Pinkie Pie, that smile usually meant this pony was hiding something. It couldn't be good.

"Octavia, is everything alright?" Twilight asked.

"Oh yes, of course," Octavia replied. "Just a bit nervous for the concert, being the day after tomorrow. But I'm happy to see you today."

"I'm happy you volunteered to help write the sheet music for the concert," Twilight replied. "I bet they're going to be beautiful."

"Yes, indeed," Octavia replied, with the same suspicious smile.

"I sure would like to listen a bit…"

"NO!"

Every pony turned toward Octavia, who realized she just started the princess.

"Ahem, I mean, of course you can," Octavia said, clearing her throat. "But it's our first time we get to play the music. I don't think it would sound perfect during first practice."

"Ooooookay… Well, how about tomorrow?"

"That be wonderful, Princess."

"Please, call me Twilight. Anyway, I leave you to start practice and not disturb you. Whatever you're going to play, Princess Celestia and Luna are going to love it, like any pony else."

"You won't regret anything, princess," Octavia said, nervously. "It's going to be the best concert ever."

Octavia kept her smile while watching Twilight leave the Opera house. It wasn't long before one of the orchestra members, a stallion named Parish Nandermane, approached Octavia.

"You got nothing, do you?" He asked, bluntly.

"No," Octavia pouted, sighing.

"What are you going to do now?"

"I don't know!" Octavia answered, panicking. "I… Don't know."

"Well, you better figure it out," A mare named Beauty Brass replied. "We can't practice without sheet music and not knowing what to play. You should talk to Princess Twilight and ask for help."

"I don't know if I can," Octavia said, sadly. "She trusted me to handle this and she'll think I'm a failure."

"Don't be pessimistic, Octavia," Another stallion, Frederick Horseshoepin, replied. "If there's one thing Princess Twilight likes to do it's help others with their problems."

"Even though she does have a tendency to freak out," Parish Nandermane replied.

"Oh hush!" Beauty Brass said, facing Octavia. "Frederick's right. All you have to do is ask and everything will work out."

Octavia put some thought into it, before taking a deep breath.

"Alright, I'll ask."

* * *

**Ponyville**  
**One hour later**

Leaving Canterlot, Octavia was on her way to Twilight's castle. She wasn't alone when her roommate/best friend, the famous DJ PON-3, decided to join Octavia. A good thing because Octavia was having a nervous breakdown.

"I still don't know if I should even ask for help," Octavia muttered, as her friend listened. "I promised her I _could_ do it and I've been brainstorming long before preparations even started. I don't know what it is, but I just haven't found any inspiration. How am I ever going to come with something beautiful for the concert, if every pony has already—"

A pat on the back instantly silenced Octavia, who turned toward her DJ friend, her sunglasses raised showing her moderate cerise eyes.

"Don't worry, Tavi," The DJ replied. "You always come up with something."

Under normal circumstances, DJ PON-3 wasn't much for conversation unless absolutely necessary. Octavia knew her friend meant well, but her concerned look said otherwise.

"Not this time," Octavia sighed.

"Ah, come on. Stop looking at the bad side, I'm sure Princess Twilight can help give you inspiration. Even I need it."

"You?"

"Of course! Remember that musical number we played together for Cranky and Matilda's wedding?"

"Of course, but—"

"The song you were preparing for the wedding gave me inspiration too," The DJ interrupted. "What, you think dubstep music is just pushing buttons and making 'boom' noises just to make remixes?"

"Well… No."

"Exactly! Every musician needs inspiration, but they also need 'imagination'.

The DJ used her hooves to create an imaginary rainbow, regardless if Octavia could see it or not.

"Imagination," Octavia pondered.

"Sure! When you listen to music, it's not just noise from instruments. It creates images in your head that makes you happy. It's like, oh… A grassy field that you like to play in or maybe a babbling brook. Music tells stories, you just have to listen and let your imagination run free."

"Wow… I've never heard you say those things before," Octavia said, impressed. "That is so unlike you."

"Hey, there's a lot you don't know about me, Tavi," The DJ replied, blinking.

Octavia considered the wisdom from her friend of all ponies, as a smile slowly appears on her face.

A few minutes passed before the two ponies reached Twilight's castle. Octavia hesitated upon reaching the foot of the door, taking deep breaths in and out.

"Alright, let's get this over with," She said, to herself.

Octavia knocked on the door, waiting a while. The door finally opens, and the girls looked inside. To their surprise, they saw no pony at the door, as if it opened by itself. They looked at each other before entering, perhaps assuming Twilight opened the door with her magic.

"Well, that's creepy," The DJ replied, looking around. "Didn't expect Twilight to be spooky."

"Hush," Octavia shushed, calling out. "Hello? Princess Twilight? Are you home?"

But answer there came none, as the two ponies slowly entered the castle.

"Misses?"

An unfamiliar male voice stopped the girls in their tracks, looking around for the source.

"Yes?" Octavia answered.

"Down here," The voice spoke again.

They slowly looked down and that's when they see Jiminy Cricket waving to them.

"Hello!"

"AAAH!" Octavia screamed, in surprise.

"Whoa, whoa, whoa! Take it easy, miss!" Jiminy said, trying to calm her. "There's nothing to be afraid of; I won't hurt ya."

"You… You're… A t-t-talking cricket!" Octavia stutters.

Meanwhile, the DJ pony calmly took a closer look at the cricket, studying him with a peak of interest.

"Hey, I know you," The DJ spoke, smiling. "You're that cricket some ponies talked about. The one from another world."

"You're that cricket?" Octavia asked.

"That's me!" Jiminy tipped his hat, bowing. "Cricket's the name. Jiminy Cricket, at your service."

"It's a pleasure to meet you, Mr. Cricket," Octavia greeted. "I'm Octavia Melody and this is my friend, DJ PON-3."

"It's more of a stage name," The DJ replied. "My real name is Vinyl Scratch."

"Pleased to meet you ladies," Jiminy shook their hooves. "Did you say you need Princess Twilight?"

"Yes, it's rather urgent," Octavia answers.

"Well, follow me," Jiminy ushered, leading the two mares. "She's in the library, though I'd give her time for herself. She and Spike are discussing some important matters."

* * *

Meanwhile, inside the library, Twilight and Spike did indeed have important matters to go through.

"I'm not doing it!" Spike shouts.

"I said 'do it'!" Twilight shouts.

"I am NOT doing it!"

_Well, at least important for some ponies anyway._

Twilight grappled with Spike, who struggled to get free. It got to the point they rolled off the couch and onto the floor.

"Whoa!" Twilight screamed, crashing to the floor.

For a moment, Spike got loose and tried to run. But the purple unicorn/alicorn quickly pins him, locking the dragon in a vice-like grip preventing him from moving his arms. Jiminy Cricket was just about to lead the two mares when he heard the commotion, motioning the guests to be quiet. They slowly peered through the opening watching the little dragon struggle to break free.

"As long as you live under my rules, you do as I say!" Twilight said.

"I brought gems, cupcakes and cider!" Spike yelled, stomping on Twilight's hoof.

"YEOW!" Twilight yelped.

The princess found herself held tight, with Spike wrapping his little arms around her neck in a chokehold.

"So, what are you bringing, princess?" Spike asked, mockingly.

"The pain!" Twilight shouts, elbowing Spike's stomach.

"OW!"

Suddenly, as Jiminy Cricket and the two mares watch silently, they witness Twilight lifting Spike with her magic and… CRASH! Their eyes widen as Spike was slammed through a tiny table, smashing it to pieces. He couldn't move when he found himself trapped in the magic aura, Twilight Sparkle looming down.

"I… Said… Do it!" Twilight said, breathing heavily.

It was in that moment Spike knew he was beat, with no way to escape the field.

"Okay… Okay!" Spike gave in. "I'll do it already!"

Satisfied, Twilight released the magic hold over Spike. They both took deep breathes amidst all the chaos in the room.

"All of them?" Spike asked.

"For today," Twilight said. "Just the library."

Sighing, Spike picked up a broom and began to sweep the library.

"You know? We really need to buy a vacuum cleaner."

Twilight didn't award that with a response, breathing heavily.

KNOCK! KNOCK!

Twilight suddenly turned and saw Jiminy Cricket and the two mares, all looking wide-eyed toward the princess. There was an awkward silence, even Spike watched between sweeps.

"How long have you—" Twilight asked.

"The whole time," Jiminy said, clearing his throat. "Anyways, there's some pony here to speak to you. Unless this is a bad time."

"Oh no! It's okay," Twilight assures, waving her hooves. "Let them in."

Octavia and Vinyl slowly entered the library, looking around at the mess. Twilight was most surprised to see Octavia.

"Octavia? I thought you'd be practicing with the orchestra. Is something wrong?"

"Unfortunately,… Yes," Octavia nodded, regretfully.

"What's the matter?" Twilight asked. "Are any of the musicians sick?"

"No, I… I…" Octavia began, unsure of what to say.

"Yes? What is it?"

"Go on, Tavi," Vinyl nudged. "Tell her."

"Well, you see… The thing is…" Octavia said, sighing. "I don't think there'll be a concert."

"Why not?" Twilight asked, worried.

"Because… I haven't written any music!"

"What?!"

"I'm sorry, Twilight! I've been concentrating day after day, but I can't find any inspiration. We have no music to play for the concert!"

"Then why didn't you tell me before?"

"Because you put so much faith in me. I hate to disappoint you or any pony else. I just couldn't hide it any longer, so I came here to ask for help."

"Oh, Octavia," Twilight said. "Of course, I can help."

Octavia's sad face shifts to a smile knowing how understanding Twilight is.

"But the thing is… I never wrote music before," Twilight added, shrugging.

That caused Octavia's smile to vanish, as if her newfound confidence suddenly washed away.

"Sounds like a problem," Vinyl replied.

"Did you need help for something, DJ PON-3?" Twilight asked.

"Nah, only Octavia. I tagged along to assist."

"Hmm… Maybe I have a book about music. With your help I'm sure I can…"

Before Twilight could finish her sentence, a bright light shone around her. Octavia, Vinyl and Jiminy stared at her wide-eyed.

"Twilight, your cutie mark is glowing," Jiminy points out.

Twilight looked over her flank and saw Jiminy was right. Her cutie mark was glowing.

"Oh, I suppose you have to solve a friendship problem somewhere," Octavia said, sadly.

"No, this is different," Twilight said.

To confirm her suspicions, she turned toward the Book of Disney, which glowed on a shelf behind her. She walked toward it, levitating the book with her magic aura.

"What's with that book?" Vinyl asked.

"That's the Book of Disney," Spike explained, stopping his work. "It's a storybook that allows us to experience its stories in real life."

"Whoa!" Vinyl gasped, her glasses slanting.

Suddenly, the door of the library opened revealing all five of Twilight's best friends.

"We came as fast as we could!" Rainbow shouts.

"Is it what I think it is?" Applejack asked.

"Yes, girls," Twilight confirms. "The Book of Disney has called us again."

"Oh yeah!" Rainbow cheered, pumping her hoof.

It was then Pinkie Pie noticed two other mares in the library, who just stood silently blinking upon their arrival.

"Oh, hello Octavia!" Pinkie greeted. "Hiya, DJ PON-3!"

"Hello, Pinkie," Octavia answered.

"Ah yeah, I remember you," Vinyl nodded. "You're the pink pony who ruined my party at Manehattan!"

Suddenly, every pony's eyes went wide clearly being the first time they heard her speak.

"Whoa!" Rainbow gasped.

"First of all, wow that's the first time I heard you speak in public," Pinkie began. "Second, I told you I was sorry for making you play that boring music. I made up for it, right?"

"Relax, it's all good!" Vinyl shrugged it off. "No biggie."

"So, what brings you two here?" Applejack asked. "Friendship problem?"

"More of a music problem," Vinyl said.

"I'm supposed to write music for the concert the day after tomorrow," Octavia explained. "But I still haven't found anything!"

"Oh my!" Rarity gasped.

"I came here to ask Twilight for help, but seems you have something else to do," Octavia said, depressed. "Guess I'll be the laughingstock in all of Canterlot… Maybe even Equestria!"

"No pony is going to be a laughingstock," Twilight said, placing a hoof over her shoulder. "We'll make sure of that."

"But how?" Octavia asked. "Don't you have somewhere to go?"

Pinkie began to think until she had an idea.

"Light bulb!" Pinkie said.

Pinkie took a literal light bulb hanging over her head and tossed it aside.

"Why can't she just come with us? Maybe it can help her!"

"Pinkie, are you crazy?" Twilight freaked. "We can't just bring 'any' pony into these worlds with us. Granted, we did see some beautiful things, but also many dangers. Remember the first time we went there, when we faced an evil queen trying to kill her own stepdaughter over her beauty? Or remember last time we faced two con artists, a sinister puppet master, an evil coachman who enslaves children for profits and a giant whale that eats everything? Need I mention the Sirens?"

"Yes Twilight, we were there for all fifteen chapters and seventy-seven thousand something words," Pinkie answered, showing a copy of the story to the camera. "I counted the words myself."

"What—" Twilight spoke.

"Oh, come on, Twilight," Pinkie interrupts. "Just give them a chance, please?"

Pinkie suddenly gave Twilight the sad puppy dog face, as the princess thought about it.

"I actually wouldn't mind exploring a different world," Vinyl said to Octavia, nudging her. "It can help you find your inspiration."

"Well…" Octavia thought, with a smile. "I'll join if Vinyl goes."

"Vinyl?" Every pony said.

"That's my real name," The DJ pony said. "Just call me Vinyl, it's short and simple."

"She's not kidding, it says so on her profile page," Pinkie exclaimed, to every pony's confusion.

"I have a profile page?" Vinyl asked.

"Don't ask," Applejack said.

"I'm coming too, girls," Jiminy said, hopping on Twilight's back. "I'd like to see where we're going this time."

"Don't forget me," Spike stepped in. "I am part of the team after all."

Twilight turned to every pony and released a deep sigh.

"Alright, but we have to stay together. I have no idea what we're going to face this time."

"Deal," Every pony nodded.

"Hey, as long as Tavi and me are together, nothing can go wrong," Vinyl said, wrapping an arm around Octavia.

"Right," Octavia said, with a smile.

"Well come on, let's go!" Rainbow ushered. "I'm thirsty for adventure already!"

"I can't wait to write about this in my journal," Jiminy said, holding a tiny book in one hand.

"Alright, let's do this!" Twilight said, opening the book. "Since we did 'Pinocchio', lets move to the next one."

Turning to the next story, Twilight suddenly stopped. She stared at the page, raising an eyebrow in confusion.

"What is it, Princess?" Octavia asked. "Something wrong?"

"Well, we usually see the title of the story," Twilight explained. "But I don't see one on here. It's just a scale with music notes."

The group looked down and Twilight was right. There was just a scale and a random set of notes.

"What do they mean?" Fluttershy asked.

"I don't know," Twilight shook her head.

"Hmm… I have an idea!" Pinkie offered.

Twilight turns and sees Pinkie Pie pull out a clarinet from her mane, much to Octavia's surprise.

"Pinkie, this is no time to play…" Twilight began.

But Pinkie already began to play the notes on the scale. When she finished, the music notes began to glow, and the craziest thing happened. A title slowly appeared on the page.

"… Clarinet?" Twilight finished.

"'Fantasia'?" Twilight read.

"What's that?" Rainbow asked.

"I don't know," Twilight answered. "That's the title."

"Sounds like the name of a famous singer," Pinkie speaks, randomly.

"Pinkie, please!" Rarity said, shaking her head.

As Twilight turned to the next page, suddenly they found it was filled with scales and music notes.

"More music?" Spike asked.

"Hmm… I think this story and that world has something to do with music," Twilight observed.

"Allow me," Pinkie stepped in.

Pinkie proceeds to play each and every note on the page. Suddenly, a strong light illuminated the book preparing a portal for the ponies to enter the new realm.

"Pinkie, it worked!" Twilight exclaimed. "Music is the key for this story!"

Pinkie smiles, twirling the clarinet with style before placing it back in her mane.

"Every pony, ready?" Rarity asked.

"Ready!" Every pony said, in unison.

"Then let's go!" Twilight said, jumping into the light.

"Why do I have a feeling I won't like what happens next?" Octavia asked.

"Come on, Tavi," Vinyl said, grabbing Octavia's hoof. "The book won't hold forever!"

Before Octavia can argue, she yelped as the two jumped inside the light.

"New world, here we come!" Applejack said.

Soon the rest jumped inside the book, as the light disappeared, and the book closed showing the cover. Our heroes swirled through space once more, this time surrounded by scales with music notes. A bright light shone at the end of the tunnel, drawing them toward their new destination.


	2. Taylor, Stokowski & the Orchestra

Somewhere, in a world known as 'Symphony of Sorcery', the curtains open revealing an orchestra stand.

It was empty at first, but not for long. The room begins to fill with people, all carrying different instruments while searching for their seats. One by one, they took a seat and began tuning their instruments. Today is an important day for these people. It takes two minutes for everyone to prepare, as a man with glasses and a fancy suit appears between two ladies playing the harp. He places a sheet of paper on a music stand and brought his attention to the camera.

"How do you do?" The man said. "My name is…"

"Mister Taylor! Mister Taylor!"

The man, Mr. Taylor, turns to one of the musicians, who plays the violin, who quickly approached the man in the glasses.

"Mister Taylor," The musician said again.

"Yes, what is it?" The man with the glasses asked.

"You won't believe this. But I have terrible news."

"What? What happened?"

"It's the sheet music; they're gone! All of them!"

"Gone? Just like that?"

Yes," The violinist nodded.

"But how can this be?" The man asked, confused. "We had them before."

"I know! Each musician had one, even Mr. Stokowski. But now they're just… Gone! Like they have a mind of their own."

"That's very strange. Have you searched anywhere else?"

"Every nook and cranny, but they're nowhere to be found!"

"Hmm… There is a possible way that…"

Suddenly, before the man with glasses could finish, a bright light appears on the ceiling interrupting him. Everyone gasps as they looked up, as the light opened a portal and screams could be heard.

"What is that?" The violinist asked, surprised.

"I… I've never seen this before," The man with glasses answered.

To everyone's surprise, nine colorful individuals emerged and crashed in the middle of the room with a hard THUD! The portal disappears once more, as the musicians began to talk among themselves.

"Ow…" Rainbow said, rubbing her head. "Is that book playing with us or what?" All this falling to the ground is getting on my nerves!"

"Well… That was special!" Vinyl said, shaking off her daze.

The man with the glasses and violinist watch in silence, surprised by what they see.

"Are those… Tiny horses?" The violinist asked.

"Looks that way, but I think they're ponies," The man with glasses observed. "They're very colorful and look! There are two Unicorns, two Pegasi and three normal ones. That one must be an alicorn and the little guy must be a dragon."

"Are they from the Pastoral Symphony?"

"I don't think so. There are no dragons or normal ponies on Mount Olympus and those Pegasi are very small. They're, without a doubt, not foals. Maybe it's best you take your spot; I'll talk with our new guests."

The violinist nods and makes for his seat as the man with glasses approaches our Equestrian heroes. As the ponies and dragon slowly stood up from the floor, they looked around in surprise. They never expected to see so many humans at once. This was a totally new experience for Vinyl and Octavia.

"Wha-Wha-Wha-What are those?" Octavia asked, nervously.

"They're humans, Octavia," Twilight said. "Bipedal creatures that live on a planet called Earth. Don't be scared; I don't think these ones are hostile."

"Cool!" Vinyl said, shifting her sunglasses.

"Are we in an… Orchestra stand?" Spike asked, looking around.

"Looks that way," Twilight answered.

Just then, the ponies saw the man with glasses approach and stop inches before them. Neither the ponies nor the man knew what to say upon first meeting till the man himself broke the silence.

"Hello," He speaks, with a welcoming voice.

"Hello," Twilight said.

"This is quite an unexpected surprise," The man replied.

"Sorry if we disturbed you," Twilight apologized.

"Not at all, little lady. Perhaps I should introduce myself. My name is Deems Taylor. Composer, music critic and Master of Ceremonies."

"Pleased to meet you, Mr. Taylor. I'm Twilight Sparkle, Princess of Friendship, and these are my friends: Applejack, Rainbow Dash, Fluttershy, Rarity, Pinkie Pie, Spike, Octavia, Vinyl and…"

Twilight then noticed that one of her friends is missing.

"Where's Jiminy?" Twilight asked, looking around. "Is he still in Equestria?"

"No, he went with us through the portal," Rainbow points out.

"Then why don't I see him?" Twilight asked, looking around.

"Maybe some pony stepped on him," Rarity gasped, checking her hooves.

The others looked at their hooves, but not a trace of Jiminy could be found. Twilight thought, when her eyes became small as pinpricks and faced her butt.

"Or _sat_ on him?"

Every pony looked at their butt in panic, while Deems Taylor and the musicians just faced each other appropriately confused.

"Don't worry, everyone," Jiminy's voice said. "I'm alright."

"Jiminy?" Spike asked, looking around. "Where are you?"

Suddenly, the Cricket's head pops out of Pinkie's mane even to Pinkie Pie's surprise.

"Up here! I've been hiding in Pinkie's mane. Boy, who knew so many things could fit in here?"

"I know, right?" Pinkie asked, smiling.

Deems saw the little cricket, just by that look he knew who he is.

"Jiminy Cricket?" Deems asked.

"Yes?" Jiminy said, turning to Deems.

"'The' Jiminy Cricket?"

"The one and only!"

"My, my," Deems said, adjusting his glasses. "This is impressive."

"Wait, wait!" Twilight asked, looking at the two. "You know who Jiminy is?"

"I sure do," Deems nodded. "He's created by Walt Disney himself."

The name, immediately, caught the attention of the ponies, cricket and dragon.

"Whoa, whoa, hold up a sec!" Rainbow said. "Disney? As in the 'Book of Disney'?"

"That is correct."

"So… You're telling us that this person, Walt Disney, is the one who made the stories we went through?" Twilight asked, curiously.

"He's a very well-known man," Deems explained. "He, along with his team of animators, story writers and big dreams, made the Disney company as it is today."

This sparked every pony's interest in the matter.

"Gosh, well… Is he here?" Fluttershy asked. "We'd like to meet him, if he wants to."

"Unfortunate, he couldn't make it tonight," Deems said. "He's busy working on… Did you say a book?"

"Yes, you know about it?" Twilight asked.

"Mr. Disney said something about a book before he asked for my help with this," Deems said.

"What did he say?" Twilight asked.

"He said he was creating a magic storybook that leads to many worlds where the characters really lived," Deems said.

"Ooh…" The ponies said, in unison.

"So… I exist because of him?" Jiminy asked, surprised.

"Yes, I just can't believe he actually did it!" Deems said, impressed.

"That Walt Disney guy must have a lot of imagination," Pinkie said.

"That he does, Miss Pinkie Pie," Deems nodded. "That he does."

"Well, I would love to meet him someday," Jiminy said.

"Me too," Rarity said.

The other ponies and dragon nod in agreement, as Twilight observes the musicians.

"So, what are you all doing?" Twilight asked. "Are you playing a concert too?"

"We certainly are," Deems answered, addressing another man in a fancy suit. "I would like to welcome you here on behalf of Walt Disney, Leopold Stokowski and all the other artists and musicians whose combined talents went into the creation of this new form of entertainment: Fantasia."

"So that's what Fantasia is," Twilight said.

"But who are you performing to?" Octavia asked.

"For our very special audience, right over there," Deems points out.

The ponies turned toward a camera he was pointing to, much to their confusion.

"Oh, I see them!" Pinkie smiled, waving. "Hello! Hi everybody! Hi Mr. Writer!"

*Sighs* _Hello, Pinkie Pie._

"Oooookay…" Twilight said, awkwardly.

"But we now have a big problem," Deems said.

"What kind of problem?" Jiminy asked.

Suddenly, the conductor, Leopold Stokowski, approaches the group.

"Well, one of the violists said all the sheet music is gone," The conductor explained.

"Ah yes, ladies and gentlemen, meet Leopold Stokowski," Deems introduced, while Leopold bowed. "He's the famous conductor who will compose the music for Fantasia."

"Let me get this straight," Applejack speaks up. "You were about to start a concert for an audience, and you lost your music?"

"No, we didn't lose it," Leopold corrects. "They've just disappeared, now we can't find them."

"That's strange," Vinyl said.

"So, we're in the same boat," Octavia replied.

"What do you mean?" Deems asked.

"We preparing a concert back home," Octavia explained. "I haven't written any music because I found no inspiration."

"I'm sorry to hear that," Deems said.

Twilight pondered the situation when she had an idea.

"Why don't we look for your missing music?"

"You will?" Leopold asked.

"We will?" Spike asked, before Applejack nudges him. "I mean… Yeah, sure! Of course, we'll look!"

"We always help those in need," Twilight added.

The others nodded in unison.

"We'll be so thankful to you," Deems said.

"But how are we going to find sheet music?" Rainbow asked. "You said they disappeared."

"We might have a suspicion as to where they might be," Deems said.

Suddenly, a bright light shone on the floor as a stand emerged with a songbook on top. Its presence took everyone completely by surprise. One by one, six additional stands with songbooks appeared. Each book had a different colored cover.

"Whoa!" Rainbow gasped.

"Well, Ah'll be," Applejack said.

They approached one of the songbooks, studying it with confusion.

"Songbooks?" Twilight asked.

Yes, but these aren't your average songbooks," Leopold explained. "Inside the musical score is a gateway to realms created by music. It's where we get the source for the music we're supposed to play for the concert."

"Amazing!" Octavia smiled.

"But do not be deceived," Deems warned. "There are beautiful things in these realms, but between those clefs and notes lurks danger."

"Sounds familiar," Spike replied, turning to Twilight.

"Ha! Danger's my middle name!" Rainbow bragged. "Rainbow 'Danger' Dash!"

The other ponies rolled their eyes at that, there were times Rainbow Dash gets on their nerves at time.

"What she meant to say is that we've dealt with many tough situations," Applejack said.

"You bet!" Pinkie agreed. "We've dealt with an evil alicorn who wanted to make nighttime last forever but turns out she's our ruler's sister. Then there's an evil Changeling Queen, a shadowy unicorn who I don't think is really a unicorn, a centaur who stole magic from every pony in Equestria, a group of teenage dragons, a tyrannical satyr along with a unicorn with a broken horn, an evil queen who wanted to kill her stepdaughters, a…"

"You don't have to name all our enemies, Pinkie," Spike said, shutting her muzzle. "They get the point."

"I want to thank you again for doing this," Deems said, pointing to a songbook glowing red. "If you should proceed, I advise you to start with this one. Are you sure you're ready for this?"

Twilight examines the book for a few seconds, then back toward her friends before making her decisions.

"Absolutely!" She said, determined. "Bring it on!"


	3. Toccata and Fugue in D Minor, BWV 565

**Equestria**  
**Canterlot Theater**  
**Many hours later**

On stage, Twilight appears before the audience, who applauds as she enters. She was the host and narrator of the concert. After bowing, she picks up a microphone with her magic as she narrates the first number of the concert.

"Now, the number that opens our Fantasia program, the _Toccata and Fugue_, is music of the third kind, what we call absolute music. Even the title has no meaning beyond a description of the form of the music. What you will see on this stage, which will be shown on a screen, is a picture of the various abstract images that might pass through your mind when you're listening to this music. At first you're more or less conscious of the orchestra. So we will first open with a series of impressions of the conductor and the players. Then the music will begin to suggest other things to your imagination. They might be, oh, just masses of color. Or they may be cloud forms or great landscapes or vague shadows or geometrical objects floating in space. So now we present the _Toccata and Fugue in D Minor_ by Johann Sebastian Bach, interpreted in pictures, which we manage to see during our journey, that was created by Walt Disney and his associates, and in music by the Canterlot Orchestra and our guest conductor..."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

The ponies, cricket, dragon, Deems Taylor and Leopold Stokowski eye the songbook with the red glow.

"Now, getting inside the songbooks can be triggered with magic," Deems explained. "But this one needs a musical trigger. I suggest we let Mr. Stokowski and the Philadelphia Orchestra play some of the music we were going to play for the concert."

"But how can you play without the sheet music?" Octavia asked.

"We know how to play the first number without sheet music," Leopold answered. "We practiced a lot, but we still need it."

"The first number is the "Toccata and Fugue in D Minor", written by Johann Sebastian Bach," Deems said.

"He was a famous composer from Germany, who wrote beautiful music in his days," Leopold explained. "Bach composed the Toccata and Fugue at Arnstadt in Germany during the 17th century."

"Wow!" Octavia gasped.

"I didn't know humans had famous composers too," Vinyl said.

"Inside this musical realm, you will see things that pass through your mind when you listen to this music in this concert hall," Deems explained. "They could be cloud formations or many kinds of color or vague shadows."

"So, if I'm in this realm, listen to music and picture a cupcake dancing, it would really happen?" Pinkie Pie asked.

"Something like that," Deems nodded. "The music that plays in the realm will cause things to appear and move."

"Cool!" Spike said.

"Now, you better sit down and relax," Deems instructs. "Mr. Stokowski and the orchestra will first play the Toccata. When the Fugue is about to begin, I'll give you the signal to go inside the score."

"Okay," Twilight nods.

As every pony sits on their haunches, Leopold approaches the podium as the orchestra prepare their instruments. It was then Twilight noticed he missed something.

"Wait!" Twilight calls out. "Where is his baton?"

"Mr. Stokowski doesn't need one," Deems answered. "He's famous for conducting with his bare hands."

"Oh?" Twilight asked, in wonder.

"This is going to be interesting," Vinyl nodded.

"Shh," Octavia hushed.

The entire room became quiet, as Leopold reaches the top of the podium spreading his arms wide open. He turns right, then turns left. He moves his hands and the first notes of the orchestra are heard. It made every pony almost jump.

While the music plays, colors appear on Leopold's face. It first became red and then yellow. He stops a moment, turning right while the music continues, and a green light illuminates his face before changing back to yellow. Then he faces the front as bits of pink could be seen on him. Then he moves his hands in different directions before raising them into the air while looking in front of him. A large pink circle could be seen in front of him.

"Whoa!" Vinyl said.

"Incredible!" Octavia said, wide-eyed.

"This sounds like it should be played on an organ," Pinkie observed.

"Actually, it is," Deems whispered to her.

"Ooh…." Pinkie said, nodding.

Leopold turns right mid conducting, as the ponies see a blue light with shadows of two musicians playing the bassoon. Then a green light appears with shadows of three musicians playing the clarinet and the oboe. Then he turns left and two lights, red and yellow, show shadows of the violists. Suddenly, Leopold looks in front of him as a big purple light appears.

"This is amazing!" Jiminy said, in awe.

"It sure is!" Applejack nods.

"I normally don't like classical music," Rainbow said. "But… This is pretty awesome!"

"You don't like classical music?" Pinkie asked. "Didn't you whistle 'Ride of the Valkyries' during your race of who's going to be your pet?"

"Huh?" Rainbow faced Pinkie, confused.

"Oh nothing," Pinkie smiled innocently, looking away.

The big light disappears while Leopold kept conducting. Suddenly, from the right, three lights, red orange and yellow appear. The shadows of many violists could be seen. On the left side, a blue and red light revealed musician playing the cello, just like Octavia.

"This could be great for the concert," Octavia said. "The ponies would love this."

A blue light shows a woman playing the harp, then purple lights show musicians playing trumpets, trombones, French horns, tubas and the timpani. The harp plays again, while the same musicians play in the red and blue light.

"That harp is simply gorgeous," Rarity said.

"It's lovely," Fluttershy agreed.

Then yellow lights appear showing the violists again. A man playing the timpani or kettledrums was shown with the brass instrument players in the background. While he plays, the drums glow.

"Oh, yeah!" Pinkie cheered. "Play that timpani!"

"Pinkie, shh!" Twilight whispered. "Not so loud."

The harp was heard and shown again, as the timpani plays once more. A yellow and green light appear showing the violists again. The lights change to blue and pink with the same musicians. The lights change color once in a while, while the brass instrument players were shown with a yellow and blue light. Then three French horns were played one by one, glowing in different colors. One pink, one yellow and one green.

"Wow!" Spike said, in awe.

Suddenly, the shadows of three musician playing the double bass were shown. The lights change from pink to red. Leopold was illuminated with red colors as suddenly, the entire room fills with red light. The songbook began to glow; the plan worked.

"Now is your chance," Deems declared. "Jump into the musical realm and good luck."

"Come on, every pony!" Twilight said.

Every pony ran toward the songbook and leapt into it. Musical notes surrounded them, as a bright red light covering them, ending the Toccata.

_(Pause at 3:30)_

The ponies covered their eyes from the light, as they found themselves floating and surrounded by clouds.

"Ooh! We're floating!" Pinkie said.

"Wow!" Octavia said. "I can't believe we're inside a world created by music."

"So many clouds," Rainbow said as she punched one, making it vanish. "And they're real!"

"Wee-hee!" Pinkie cried, floating in different directions.

"Alright, every pony," Twilight began "That sheet music is around here somewhere. I suggest we think of a plan. Rainbow, you…"

"There it is!" Pinkie pointed out.

They all face her direction and indeed they saw the first of the missing sheet music. This one was colored red and it just floated, as if ready to be taken.

"Well, ah'll be!" Applejack said.

"I'll catch it," Rainbow said, flying toward the sheet music.

"Rainbow, wait!" Twilight said. "I don't think we should…"

"Relax, Twi!" Rainbow interrupts, flying close to the sheet music. "It's not like it's going anywhere."

Rainbow was about to grab it when the sheet music moved on its own taking a step to the left.

"Huh?" Rainbow said, confused.

She reached for the sheet, but it took a step to the right.

"What the…?"

Rainbow tried catching it multiple times, but the sheet music kept avoiding her hooves.

"Looks like _that_ sheet music has a mind of its own," Jiminy said.

Eventually, the sheet music began to float away as Rainbow looked on.

"Hey! Come back here!" Rainbow shouts, waving her hoof.

_(Continue music)_

Suddenly, small yellow dots appear in the sky to the rhythm of the music.

"Look!" Octavia points out.

"What are those?" Rarity asked.

"Every pony hears the music, right?" Pinkie asked.

"Small yellow dots," Twilight observed. "They almost look like violin strings."

Then, violin bows appear and more came within seconds.

"Look at those violin bows," Applejack pointed out. "It's like they're flitting like swallows."

"We have to get that sheet music," Twilight said. "Follow me!"

The ponies floated in mid-air as a swarm of golden violin bows appear, fortunately they were harmless. Twilight turns right and her eyes widen.

"Every pony, duck!"

Big violin strings flew toward them, our heroes quickly flying underneath them. Then the sky fills with more violin bows and strings, they narrowly dodged them. Vinyl saw the sheet music a few meters away from them.

"There it is!" She said.

"Don't let it get out of your sight!" Twilight instructs.

Then big red violin strings flew beneath them. The strings rise up and disappear. Suddenly, the clouds disappear, and the sky turned dark blue as if it was nighttime. This surprised the ponies, dragon and cricket.

"Did it just… Became night?" Rainbow asked.

"I'm not sure," Twilight said. "I don't see any stars."

"I think it looks lovely," Fluttershy said.

Suddenly, little blue balls float toward them, circling around the group.

"Aw, so cute," Pinkie said, wide eyed.

"And beautiful," Rarity added.

"I feel so… Happy, all of a sudden," Twilight said, smiling.

"Ooh, I wanna touch it!" Pinkie said, reaching for one of the little balls.

Suddenly, one of the balls began to shine and disappear a few times.

"Hee-hee-hee, glowy!" Pinkie giggled.

Then a set of violin strings appear, catching every pony by surprise.

"Another set of violin strings!" Vinyl said.

"That's not all, look!" Rainbow pointed.

A blue flute appears to chase a set of violin strings in the air.

"Aww, it's like they're playing with each other," Fluttershy said.

Suddenly, a large set of violin strings appear out of nowhere, about to come down upon the ponies.

"Watch out!" Twilight said.

Quickly, they flew between the strings, leaving them unscathed.

"Incoming!" Rainbow shouts.

Colorful spots passed through, as another flew past them. Then another appears and another. Soon the entire sky fills with colorful spots. The surprising thing was the sheet music, which floating along with the spots before their eyes.

"Are you kidding me?!" Rainbow said. "Is that piece of paper messing with us?"

"You might be right, Rainbow," Jiminy observed. "That sheet music is toying with us."

The sheet music didn't move when golden violin bows appear again. The sheet music joined the bows, diving toward the ground with them.

"That's it! Come here!" Rainbow shouts, diving toward them.

"Wait for us, Rainbow!" Twilight calls out.

The ponies, dragon and the cricket dive toward the bottom, where they found themselves landing on some kind of sand dunes. They see the sheet music hiding behind one of them.

"Here, little sheet music," Rainbow said, approaching slowly. "Where are you?"

While she and the others looked, big sets of red violin strings floated above them creating shadows along the dunes.

"This place gets more interesting by the minute," Vinyl said.

Suddenly, the sheet music peeks from its hiding spot.

"There!" Rainbow points out. "Come here!"

The Pegasus flew toward the sheet and reached for it, but she missed. She looks up and finds the sheet music hiding behind another dune. Rainbow tried to grab it, only to fail again. It happens a few times till the sheet music had enough and flew away.

"Rats!" Rainbow slapped the ground. "I almost had it."

"Rats?!" Rarity panicked. "Where? Get them away from me!"

"Not _actual_ rats, Rarity," Rainbow rolled her eyes.

"Over there," Jiminy pointed.

The sheet music tucked itself into a dark corner.

"After it!"

They all went into the dark corner. But then strange shapes, possibly made of sand, flew around them. Whenever it hit their faces, they coughed out sand. Suddenly, they saw a curious, rippling mass that might be a brook beneath them.

"Is that a brook?" Octavia asked.

"I don't know," Spike admits.

"That sheet music disappeared again," Rainbow groaned. "They didn't tell us it be hard to catch them!"

"Look," Fluttershy pointed.

Sure enough, the rippling mass started to sparkle along with the rhythm of the music.

"So beautiful," She said, softly.

But it was at this moment when the sheet music appeared again.

"There it is again," Rainbow said, preparing to pounce. "Okay, stand still…"

She flies directly toward it, but the sheet music flew upward. Rainbow looks up, growling in frustration.

"I said 'stand still'!"

The others followed her, till they found themselves surrounded by pink clouds. The sheet music kept flying away while the ponies face a new obstacle. A strange line moved in different directions like it was skywriting dropping colors while moving. The sheet music followed the same movements along the line.

"That line doesn't seem to end," Octavia said.

"Come on!" Rainbow shouts.

They pursued the sheet music, even if it meant following the never-ending line. Soon, multiple smaller lines appear making arcs. The sheet music kept flying away while more lines appear in the sky. They just kept following it, getting closer by the second.

"I think we almost got it!" Rainbow said.

But then, they met the same rippling mass that looked like a brook again.

"Wait, didn't we see that mass before?" Twilight asked.

"It's like we're going in circles," Applejack said.

And just like that, the sheet music disappears the moment they took their eyes off it.

"Darn it!" Rainbow shouts. "Gone again!"

Two yellow lines on the mass come in contact with each other, causing the mass to sparkle once more.

"It sure is nice to watch something bizarre move to music," Octavia said.

Twilight turned toward Octavia, and her eyes went wide.

"Watch out!"

All of a sudden, a number of strange, rippling masses appear before them. These ones looked much like sand dunes, making humps. Every pony, except Pinkie, dodged them. The pink pony bumped against one of the big masses and moved along the humps, up and down.

"Hee-hee-hee! This is fun!" Pinkie laughed. "You gotta try it, guys!"

After five humps, Twilight had enough and levitated Pinkie with her magic as they soared to the clear blue sky. When they were high enough, they saw the sheet music approach a set of large clouds that look like towers.

"Whoa!" Rainbow gasped. "I've never seen clouds _that_ big before!"

Sure enough, the sheet music went toward the highest cloud.

"In there!" Twilight points out.

The ponies, dragon and cricket approach the big cloud, where they came eye-to-eye with another bizarre sight. Various shapes, that appear to belong in a church, floated inside. The sheet music itself stood still in the center.

"I'm not falling for this again," Rainbow said. "Twilight, think you can hold it with your magic?"

"I can try," Twilight said.

Her horn glows, as an aura surrounds the sheet music.

"Got it!"

"Okay! Now can you levitate it or teleport it here?"

"Sure, I can!"

Twilight proceeds to use her magic to motion the sheet music toward them. Rainbow quickly clutched the sheet before it can slip away.

"Now I got ya, you little squirt!" Rainbow exclaimed, triumphantly.

Suddenly, five pillars of light appear from the ceiling.

"Ooh!" Every pony gaped in awe.

All at once, the pillars explode into tiny sparkles, raining toward them.

"Ahh!" They all said.

But then, the unexpected happened. A dark split opens up, revealing an orange glow coming straight toward them. It frightened our Equestrian heroes, as another split opened revealing a red glow. Then an additional one reveals a pink glow. Eventually, everything fades to black.

"Why is it so dark all of a sudden?" Vinyl asked.

"I'm scared," Fluttershy shuddered.

Suddenly, some kind of big green rock appears before them, making them gasp. It marches through a tunnel toward a light at the end.

"What is that?" Spike asked.

The ponies, dragon and cricket huddled together, not knowing whether to go there or not. It soon became very dark again for our heroes.

"Now what?" Applejack asked.

"How will we get back to the orchestra stand?" Octavia asked.

"Don't worry, every pony," Twilight assures. "It'll be alright, I hope."

All at once, a large pillar of light appears. As the ponies looked at it, they started to smile.

"Pretty light," Pinkie said, dazed.

"See?" Twilight said. "Told you everything's fine."

Soon the entire area fills with light, the group covers their eyes from its radiance. The ground turns red, as tiny colorful rays of light appear.

"So many shiny lights," Pinkie said.

"Careful, every pony," Twilight cautions.

The rays keep appearing from the ground, some growing bigger like searchlights. The entire area shifts as the sun appears in front of them. Before they knew it, a portal opens up.

"Hey, look!" Rainbow points out. "I think that can bring us back to the orchestra stand!"

"Let's go!" Twilight ushered.

They float towards the portal in front of the sun, as gusts of wind blew from the clouds. They soon reached the portal, stepping inside. In one flash, the group found themselves back in the orchestra stand.

"We made it!" Twilight cheered.

"And we got the first sheet music!" Octavia adds.

They turn towards the podium, the sun still in sight. Leopold was still conducting, raising an arm to the left, causing a gust of wind to appear. Then he raised one on the right, causing another to appear. Then he raises both hands in the air, making gusts of wind appear from both sides. He repeats once more, causing the same progress as the ponies were astounded by the display.

"Oh my!" Rarity gasped, wide eyed.

"Wow!" Octavia and Vinyl said, in unison.

Suddenly, the sun's rays change into giant organ pipes as Leopold kept playing the last notes. On the final note, he raises both hands in the air and quickly drops them causing all the lights to disappear.

The ponies, dragon and cricket stood still for a few seconds. Then, all at once, they applaud their hooves/hands/claws, some even choosing to whistle.

"Woohoo!" Pinkie cheered, while clapping her hooves.

"Bravo!" Rarity cheered.

"Yay!" Fluttershy cheered, softly.

"Now that's what I call a performance!" Octavia exclaimed.

"Encore! Encore!" Pinkie shouts.

Leopold, flattered, bowed to the ponies as the room assumed its normal blue lights again.

"That was simply divine," Rarity said. "Even though we spent most of the time in another realm."

"That… Was inspiring!" Twilight said. "That's something our concert needs!"

"I'm glad you liked it."

They turn to see Deems Taylor approaching the group. Twilight soon trots to him with the sheet music.

"Mr. Taylor, we got it," Twilight said, showing the sheet. "The first sheet music."

"It wasn't easy," Rainbow added. "This one kept flying away, like it was toying with us."

"I see," Deems said, taking the sheet. "How was it in the musical realm?"

"It was brilliant!" Octavia said. "It was beautiful and strange at the same time!"

"It was like seeing and hearing music all at once," Vinyl said.

"More than just seeing and hearing," Twilight said. "We… We felt it! Like a heartbeat somewhere inside me."

"I'm happy for you, Princess Twilight," Deems said. "Looks like you and your friends are learning a thing or two about music."

Twilight smiled, as Deems handed the sheet music to one of the musicians for safe keeping.

"That's one down," Deems said. "And seven to go."

"Bring it on!" Twilight said, determined. "We are ready for number two!"

"Hee-hee-hee!" Pinkie giggled. "Number two…"

"What?!" Twilight asked, not getting the joke.


	4. The Nutcracker Suite Op 71a

**Equestria**  
**Canterlot Theater**  
**Many hours later**

Applause is heard as Twilight prepares to announce the next concert number, smiling cutely toward the audience.

"You know, it's funny how _wrong_ an artist can be about his own work. Let's take an example from another famous composer from the planet Earth. Pyotr Ilyich Tchaikovsky was his name. The one composition that he really detested was his _Nutcracker Suite_, which is probably the most popular thing he ever wrote. It's a series of dances taken out of a full-length ballet called _The Nutcracker_ that he once composed for the St. Petersburg opera house. It wasn't much of a success and nobody performs it nowadays. And even though you never seen the ballet, I'm pretty sure you'll enjoy the music from it when you hear it. Incidentally, you won't see any nutcracker on the screen. There's nothing left of him but the title."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

Deems, the ponies, Jiminy and Spike approach another songbook, this one colored blue.

"The next sheet music you need to look for is called the 'Nutcracker Suite'," Deems explained. "It was written by a famous Russian composer known as Pyotr Ilyich Tchaikovsky. Some of his works are among the most popular music in the classical repertoire."

"Wow!" Octavia gasped, amazed.

"I'm already liking this Tchaikovsky fella," Vinyl said.

"Me too!" Rarity agreed.

"The Nutcracker Suite was one of his most famous," Leopold said, joining the conversation. "But he really detested it."

The ponies gasp hearing about a composer hating his own work.

"It's taken out of a full-length ballet called 'The Nutcracker' that he composed for the St. Petersburg Opera House," Leopold continued. "It sadly wasn't much of a success and nobody performs it nowadays."

_But give it a few more years, eventually it becomes a Christmas tradition._

"But why would someone hate their own work?" Rarity asked.

"Nobody knows, but there is always the one project that a worker doesn't hold too fondly of," Deems answered. "Even if it is one of their most popular works… In this case, Tchaikovsky's 'Nutcracker Suite'. "

"And you say nobody performs it nowadays?" Twilight asked.

"Well, not completely," Deems replied. "Yes, as of this year, we'd doing this. It's not performed outside of Russia, but something tells me that someday, the music of the Nutcracker and the story that went along with it will always be performed around the world every Christmas… But that could just be me."

_Told you so…_

"Oh! Well, that's good to know!" Pinkie smiled, then thought of something. "Uh… What's Christmas?"

The other ponies and dragon seemed curious as well, as if only hearing it for the first time.

"Oh, I can answer that," Jiminy cut in. "You see, one day a year on Earth on December 25th, we all come together and celebrate the holiday known as Christmas. Christmas is a time to spend together with families, friends and doing holiday traditions, such as decorating Christmas trees, singing carols and opening Christmas gifts…"

As Jiminy goes on about Christmas in general, the ponies imagine it in their heads as the images of the holiday play out. Pinkie especially loved the idea of Christmas gifts, seeing wrapped boxes float around her head.

"I'd say it's the most wonderful time of the year," Jiminy concluded, sighing happily.

"You mean Christmas in your world and this one is like Hearth's Warming Eve on ours?" Applejack asked.

"Well…" Jiminy thought. "More or less."

"Um, Mr. Taylor, sir?" Fluttershy asked, raising a hoof.

"Yes, Miss Fluttershy?" Deems said.

"How does the story of 'The Nutcracker' go?"

"Well, like I said, it happened on Christmas Eve," Deems explained. "There was a family and some friends celebrating that night, when a mysterious man, the godfather of the daughter of the family, appeared. He was also a magician and a toymaker. He had four living dolls as presents for the girl and her brother, but he kept them with him for safekeeping. Both children were disappointed, but the man had another gift for them: A nutcracker doll. Everybody ignored it, except the girl who liked the nutcracker. But her brother broke the doll on purpose, making her very sad."

"That's not very nice," Fluttershy said, shaking her head. "The poor thing."

"During the night, the girl woke up to check on her nutcracker," Deems continued. "But when the clock struck midnight, she saw her godfather in the room. Suddenly, the room became invaded by mice under the command of the evil Mouse King and both the Christmas tree and the Nutcracker grew in size. The Nutcracker and the Mouse King were enemies of one another. The mice and an army of gingerbread soldiers fought against each other while the Nutcracker fought the Mouse King, who was about to win. But with help from the girl, the Nutcracker won, the mice fled, and the Nutcracker changed into a handsome prince."

"Oh, my!" Rarity sighed, feeling warm inside.

Spike was worried when he saw Rarity's expression.

"The prince took the girl through a pine forest covered with snow," Deems continued. "To travel to his kingdom, the Land of Sweets."

"Land of Sweets?!" Pinkie asked, smiling. "Sounds like the kingdom for me!"

Suddenly, she gasped in excitement and seemed to float in the air to Deems' bewilderment.

"Is the Land of Sweets in the songbook too?"

"No, Pinkie," Deems replied, with a laugh. "I'm sorry."

"Shoot!" She said to herself.

"To finish the rest of the story," Deems moved on. "The Land of Sweets was ruled by the Sugar Plum Fairy. The prince told her about how the girl helped him defeat the Mouse King and that she changed him back to himself. In honor of the heroine, the kingdom celebrates with sweets from all over the world. After the party, the girl and the prince flew away on a sleigh with reindeers and waved their subjects 'goodbye'."

"That's quite a story," Applejack said.

"That was lovely," Fluttershy replied, adorably.

"Now, like I said before, you'll find no Land of Sweets in the musical realm," Deems said. "You won't find any nutcracker in there; in fact, there's nothing left of him but the title. But what you will find in there is a forest inhabited by small, innocent creatures that love to dance."

"What kind of creatures?" Fluttershy asked.

"Mostly plants, flowers and mystic creatures," Deems answered. "You won't find anything dangerous in that realm."

"It be nice to take things easy and peaceful for a change," Applejack sighed with relief.

"Nah! I'd rather prefer something epic and awesome!" Rainbow said, air boxing. "Something dangerous to fight against, you know?"

"Oh honestly, Rainbow," Rarity said, disapprovingly. "Does everything have to end in violence?"

"Can I help it that I have a taste for adventure?" Rainbow asked.

"It might be peaceful now, but not all musical realms are like the Toccata and Fugue or the Nutcracker Suite," Deems warned. "There are some filled with danger, mystery, even evil."

"Are you telling us there are evil beings and creatures in some of those songbooks?" Octavia asked, worriedly.

"I'm afraid so, Miss Octavia," Deems answered.

"Yes!" Rainbow said, hoof pumping.

"Oh dear," Rarity sighed.

"But believe me when I say you won't find anything dangerous in the forest of the Nutcracker Suite," Deems assured.

"We trust you, Mr. Taylor," Twilight said. "We should be wary of what we're going to face in the other realms, but for now we should make the best of this one by finding the next sheet music."

"Then, what are waiting for?" Applejack asked.

"The songbooks can be triggered by music," Leopold explained. "But they can also be triggered by magic."

"Perhaps I can try to open it with magic," Twilight offered.

"Go ahead," Deems said.

Twilight stood in front of the songbook, preparing herself.

"Come on, Twilight," Spike encouraged her. "You can do it!"

"Okay, here goes," Twilight said.

The unicorn/alicorn charged her horn and with one good aim she shot a beam of magic at the book, causing it to glow. A portal to the realm opened from the blue book, allowing the Equestrians to enter. Music notes surrounded our heroes, as they see a light at the end. Then three orbs of light, red, blue and green, flew around and collide against each other. It creates a light so bright the group closed their eyes from the blinding rays. As they slowly open them, they found themselves in a meadow at the edge of a forest. The new world was dark, so Twilight, Rarity and Vinyl used their horns to light the way.

"Well, look at this," Applejack said. "We're in a meadow in front of a forest."

"Oh, I didn't even bring some essentials," Rarity complained.

"You mean bringing your entire house in suitcases?" Applejack asked, sarcastically.

"Well uh, I… Uh…" Rarity stutters, eyes wide. "You can't be sure enough!"

Applejack just rolled her eyes, while Octavia observes the sky.

"It's nighttime," She said.

"Yes, but not for long," Twilight said, looking toward the horizon. "I see a bit of light coming; dawn is arriving."

"It sure looks nice here," Fluttershy said, looking around.

Spike searched behind some bushes, when he found something.

"Hey guys!" He whispered. "I think you should see this!"

The others join him, each peering behind the bushes.

"Look," Spike pointed, quietly.

A swarm of tiny colorful orbs appear, floating around the flowers.

"What are those?" Vinyl asked. "Fireflies?"

"I don't know," Spike said.

As the little orbs float around the flowers, one blue orb flew closer. It was at that moment Rarity took a good look and noticed it wasn't an orb or firefly at all.

"It's a tiny creature with gauzy wings and a wand," Rarity observed.

"It must be a fairy," Fluttershy said.

"It's lovely," Octavia admired.

"And super cute!" Pinkie smiled.

The fairy taps her wand along three flowers, making them sparkle with dew. Then she gave a few flicks with her wand, spreading some kind of dust.

"What are they doing?" Applejack asked.

"They're sprinkling the flowers with something," Spike said. "It looks like that wetness on the grass we see every morning."

"It's called 'dew', Spike," Twilight said.

"Oh, yeah," Spike chuckled, scratching the back of his head. "I knew that."

"Look, here comes another one," Rainbow points out.

A pink fairy lands on some mushrooms, dancing around with her wand leaving dew on top. Then she flew towards the other flowers, making them glow. Three fairies flew above a pond, forming ripples along the surface. A light green one gave one tap on a dandelion, which sparkled with dew.

"Wow," Jiminy said, in awe. "So beautiful!"

"And sparkly!" Pinkie added.

A purple fairy sprinkles dew along some purple flowers, while tapping on a yellow one. The bud opens allowing the fairy to go inside to sprinkle more dew. Other fairies sprinkle dew along the flowers, big and small. It was a beautiful sight to see, as all the dew shine on the petals like stars so bright they couldn't help but stare.

"Those fairies are true artists in my opinion," Rarity said.

"It is very lovely," Fluttershy replied. "They almost remind me of the Breezies."

"It's like they're dancing while they sprinkle the flowers," Octavia observed. "Look! On the water!"

A swarm of fairies flew over the water, sometimes jumping on it and a few flying together in a circle. One pink fairy approaches a big spider web, as one tapped her wand spreading dew along the threads. A fairy led a few drops along a thread toward another flower. The dew woke a golden fairy sleeping inside, she shook off the wetness and yawns. She gave a few taps of her wand along the spider web, causing a large amount to be covered with dew. The pink fairy puts the finishing touch on the remaining threads, leaving the entire spider web beautifully decorated and sparkling with dew.

"Now that's what I call 'style'," Rarity admired.

"Everything beautiful and sparkly is style to you," Rainbow said, in a snarky tone.

Rarity gave Rainbow a disapproving glare, while Rainbow just shrugs. Meanwhile, the fairies were sprinkling the flowers with dew until the entire meadow was a dewy wonderland. Three fairies collide against each other, creating a big burst of dew in the air as the ponies stare in awe.

"Ooh! Ahh!" They all said, in unison.

"Haven't we said that before?" Spike asked.

"We sure did," Pinkie smiled, showing the script. "At the last chapter too."

"How did—" Spike began.

But Pinkie throws the script away before he can finish, smiling as if nothing happened.

_I wish she'd be more careful._ *Dusting the script*

"That was truly enchanting," Twilight said. "But we should try to look for that missing sheet music."

"Maybe the fairies can help," Fluttershy suggests.

"That could work," Vinyl agreed. "Doesn't hurt to ask."

"Allow me," Fluttershy steps in.

The yellow Pegasus emerges out of the bush to speak to the fairies, who were busily sprinkling dew along the flora. They didn't notice some pony walking toward them quietly.

"Um, excuse me," Fluttershy began. "But could you…?"

The fairies heard her and turned around. Before she could finish, the fairies were immediately scared at the sight of something bigger than them. They quickly flew away and ducked into the flowers.

"Oh no, I'm sorry!" Fluttershy said, gently. "Please don't fly away!"

The fairies' heads pop out of the flowers one-by-one, for a good look at the visitor.

"It's okay," Fluttershy said. "My friends and I won't hurt you."

The rest of her friends appear from the bush, joining her to show the fairies they're no threat. The fairies slowly emerge from hiding.

"I'm very sorry," Fluttershy apologized. "I didn't mean to frighten you; we just want to ask for help."

One particular fairy, less scared than the rest, flew cautiously toward the Equestrians. She was close enough to take a good look at them. They fairy makes some kind of magical sparkling sound as most fairies do.

"My name is Fluttershy," Fluttershy introduced herself. "These are my friends; we come in peace."

"You can understand them?" Jiminy asked.

"I understand the language of all kinds of creatures."

"All of them?" Vinyl asked.

"Well, maybe not _all_ of them… Yet," Fluttershy answers, honestly. "Some are easy to learn, but some take days or longer."

The fairy made another sparkly sound.

"What is it saying?" Applejack asked.

"That's a _she_," Fluttershy corrected. "She says they're Sugar Plum Fairies or Dewdrop Fairies. They always sprinkle dew on the flowers before dawn arrives."

"So… Does this mean the dew in Equestria is created by fairies too?" Spike asked.

"Of course not," Twilight answered. "Dew is created by low temperature. The air must be cooled to become saturated with water vapor."

"Oh," Spike nodded.

The fairy spoke again with the same sound.

"It's nice to meet you, Nightglow," Fluttershy said.

Suddenly, all the fairies appear from the flowers. They flew towards the ponies, cricket and dragon, surrounding them and studying them curiously.

"So stinkin' cute," Pinkie said, trying to contain herself. "It makes me wanna explode!"

Some came a little too close toward Rainbow, making her uncomfortable.

"Okay, don't try anything funny," Rainbow warned.

But the fairies drew closer, admiring the pegasus' mane, tail and wings. All at once, though very small, they began to hug her.

"Hey! What did I just say?"

The other fairies begin to hug the rest.

"Aw, that's so sweet," Twilight smiled.

"Well, what do you know?" Vinyl replied. "They like us!"

"Oh, how lovely," Octavia said.

"This is so cute!" Pinkie grinned. "I think I peed a little!"

Wide-eyed, Spike took a small step away from Pinkie while the fairies hugged him.

"Be careful where ya hug, little critters," Applejack warned. "Because on some spots I'm very…"

But suddenly, Applejack tried to hold a laugh. One fairy hugged her along the rib cage.

"No! Not there. That's where I'm… Ha-ha-ha… Ticklish! Ha-ha-ha-ha! Make it stop!"

Suddenly, Applejack couldn't stop laughing. Even our little cricket friend wasn't left out.

"Alright now, take it easy ladies," Jiminy said, as the fairies hugged him. "Okay, alright. Keep going if you want."

Fluttershy couldn't help but giggle seeing the little cricket blush. Eventually, the fairies released them from their hugs.

"This is what I want to ask," Fluttershy continued. "Have you seen some sheet music around here? It's very important."

The fairies thought for a moment, till they sadly shook their heads.

"Guess that means 'no'," Jiminy said.

"Ooh," Every pony sighed in unison.

But one fairy made a sparkly sound, pointing toward the forest.

"What is she saying?" Pinkie asked.

"She says we should look in the forest," Fluttershy said. "Maybe it's in there."

"The forest?" Rarity asked, nervously. "In the dark?"

"It won't be dark for long," Twilight said, pointing to the horizon. "The sun's already rising."

"Then let's go inside that forest immediately," Applejack said.

A few fairies appear in front of them, one made a sparkly sound again.

"She says they would love to show us the way," Fluttershy translates. "They have to go into the forest eventually to spread more dew on the flora."

"That's good," Rainbow said.

"Let's go!" Spike shouts.

Our Equestrian heroes stroll into the forest, while some fairies guided them. Those staying in the meadow waved 'goodbye'. As they trekked through the woods, they searched for any sign of the sheet music while the fairies sprinkle dew along the plant life.

"Any sign of that sheet music?" Vinyl asked.

"Nope," Rainbow shook her head.

"How big is the forest exactly?" Octavia asked.

"I don't really know," Fluttershy said.

"Hopefully not too big," Rarity said, looking around in discomfort.

"You're not going to complain, are you?" Applejack asked, an eyebrow raised.

"I'll _try_ my best," Rarity said.

_She wished to complain but didn't want to give Applejack the satisfaction._

The fairies kept sprinkling dew till one approached the ponies, making a sparkly sound again.

"Oh, okay," Fluttershy nods. "We understand."

"What did she say now?" Twilight asked.

"She said this is where she and her fellow fairies will leave us," Fluttershy translates. "They have lots of work to do, but if we keep walking forward, we'll find a different species of fairy. They said they can help us."

"They're leaving us all alone?" Rarity asked. "In this forest?"

"They have no other choice," Fluttershy said, regretfully. "They like to join us, but their job comes first."

The fairy made a sparkly sound, dropping dewdrops along some mushrooms.

"Goodbye," Fluttershy said. "Thanks for everything."

In a matter of seconds, the fairies vanish deep into the woods.

"Different species?" Twilight pondered. "Are there other fairies in this realm?"

"If they say so, I believe them," Fluttershy assured.

"Then let's move forward," Twilight suggests.

Suddenly, before they can move on, Spike noticed the mushrooms sprinkled with dew. There were seven of them, six big ones and a very small one. Before his eyes, the weirdest thing happened: The mushrooms began to move.

"Hey, guys!" Spike calls out. "Check this out!"

"What is it, Spike?" Jiminy asked, turning around.

"It's the mushrooms; they moved!"

The ponies turned toward Spike, who was pointing to the mushrooms.

"Living mushrooms?" Applejack laughed, rubbing the dragon on the head. "Oh Spike, you and your imagination. That's the silliest thing I've ever…"

But suddenly, Applejack stopped, and her eyes went wide. The mushrooms were really moving, before the ponies' eyes.

"You were saying?" Spike said, eyebrow raised.

"What the hay?!" Applejack said. "Those mushrooms really move."

The mushrooms jump and vigorously shook the dew off them. Our heroes didn't know this yet, but these mushrooms look like little mandarins. They appeared dressed in long robes and wearing coolie hats. The smallest one, Hop Low by name, tried to keep up with his fellow mushrooms while they danced in a circle.

"Well, I'll be," Jiminy said, softly.

"That's so adorable," Twilight smiled.

"The little one sure is cute too," Fluttershy added.

The mushrooms jump once more, vigorously shaking while Hop Low shook his bottom. The ponies couldn't help but giggle at the silly cuteness of the tiniest mushroom. The mushrooms dance in a circle again while Hop Low was once again out of step, trying to keep up. They gather together and the big mushrooms form two groups of three. The two groups walk to a different side of their little dance field, bowing with one small jump. Hop Low, who was about to walk through the middle, took a big jump. He slowly walks and bows a few times.

"Aw, aren't they the cutest?" Applejack said.

"They dance rather nicely too," Octavia added.

The mushrooms repeat the same process, each taking the opposite side, bowing and jumping again while Hop Low jumps higher. The tiny mushroom walked through the middle, taking a few bows till he reached the end. They jumped again, moving their feet and walking different directions. The shapes of their hats shift every now and then. They repeat the process with Hop Low struggling to keep up. Then their hats assume the same size, walking like a train in different directions. Hop Low ran as quick as he could to catch up. But suddenly, he tripped and fell out of the dance field.

"Oh my," Fluttershy gasped, peering down. "Are you okay?"

Hop Low shook off his daze, rejoining the other mushrooms while they dance in a circle. Suddenly, they stood still and took one deep bow. Hop Low was in the midst of the group, taking a bow too, ending the dance.

The ponies, dragon and cricket clap their hooves, claws and hands.

"Alright!" Vinyl cheered.

"Woohoo!" Pinkie yelled. "Encore! Encore!"

"Bravo!" Spike cheered.

The mushrooms look up toward their big audience, taking another bow.

"That was simply gorgeous," Rarity said.

"That was the cutest thing EVER!" Pinkie said.

"Say guys, maybe they can help us find the sheet music," Spike suggests.

"I can ask them," Fluttershy offers.

The yellow Pegasus brought her attention toward the mushrooms.

"Excuse me, Mr… Or _Ms._ Mushroom? Could you help us search for a sheet music hidden somewhere in this forest? We really need it. Have you seen it somewhere?"

The mushroom thought until all, except Hop Low, shook their head. The littlest one was still thinking.

"They don't know?" Rainbow asked.

"Apparently not," Fluttershy sighed.

"D'oh!" Twilight groaned. "Well, it was worth a try."

Hop Low stopped thinking and jumped high as he could in the air.

"Hey, I think the little one knows something," Spike said.

"Have you seen it?" Fluttershy asked.

Hop Low nodded, hopping over and over.

"Where?"

The little mushroom tilts it's body to the right.

"That way?"

Hop Low nodded in response.

"Can you show us the way?" Twilight asked.

Suddenly, all the mushrooms gather together and strolled toward the direction Hop Low showed as the Equestrians follow them.

"Now we're talking," Applejack said.

"Follow those mushrooms," Jiminy ushered.

Our heroes follow the tiny mushrooms, as they led them deep into the forest. After a few minutes, they reach a brook near some trees with blossoms of various color. They search around, but not a sign of sheet music was in sight.

"Are you sure you saw it here?" Fluttershy asked.

Hop Low nodded.

"But I don't see the sheet music."

"It's possible that it disappears and reappears now and then," Spike suggests.

"Guess we better keep searching this spot," Vinyl said.

"Thank you again for showing the way, little mushrooms," Fluttershy said. "That was a very cute dance."

The mushrooms bow and waddled away.

"They're leaving us already?" Rainbow asked.

"They probably have stuff to do," Applejack said.

Rarity couldn't help but stare at the beautiful environment.

"Oh my!" She gasped. "This place is simply lovely."

"We should have a picnic here," Pinkie suggests.

"That's a good idea," Rainbow said. "I am hungry."

"Did we actually bring something to eat?" Applejack asked.

Every pony began to think, not considering packing for this trip.

"Don't worry, guys!" Pinkie speaks up. "I've thought of everything!"

From her mane, Pinkie pulls out her friends' saddlebags placing them along the grass and takes out everything they need: A blanket, food, drinks, etc.

"Wow!" Vinyl said, wide-eyed. "Thanks, Pink!"

"Guess we forgot to prepare our saddlebags," Rainbow said. "But it's good we can always count on you."

"Aw, it was nothing," Pinkie replied. "Although it's possible the writer forgot to have you prepare your saddlebags."

_Well, excuuuuuuuuuuse me, Pinkie!_

Every pony looked at Pinkie appropriately confused.

"Right…" Rainbow said, awkwardly.

"Who wants sandwiches?" Pinkie asked, pulling out a tray of sandwiches.

Thirty minutes passed and the group enjoyed a wonderful picnic together between the silence and beauty of the forest.

"Mmm, those sandwiches really are delicious, Pinkie Pie," Applejack said, between bites.

"Thanks, I prepared them this morning in case the book summoned us," Pinkie replied. "Guess I was right on time!"

Twilight looks toward the sky, watching the colorful, glowing orbs flying around. She knows exactly who they are.

"Hey, look! It's the fairies!"

The little creatures flew around, sprinkling dew along the plants and flowers. They even sprinkled the blossoms on a tree before flying away.

"Still sprinkling that dew, huh?" Vinyl said.

"Looks that way," Twilight nodded.

"Well, they're doing a divine job," Rarity replied.

"Yes indeedy!" Pinkie nodded, rapidly.

Suddenly, without any pony noticing, four dewdrops dripped from the trees into the brook. Octavia soon saw the pink blossoms starting to fall.

"Hey, look guys!" She pointed.

Soon the others noticed the falling flowers.

"What beautiful pink flowers!" Rarity said.

One by one, the flowers softly land along the water surface. Yellow flowers begin to drop from one of the trees, blue ones following after.

"So many colors!" Pinkie smiled.

The flowers slowly drift down the surface while the ponies watch.

"This place could give me some inspiration for my newest couture," Rarity said.

"I bet it's going to be beautiful," Twilight said.

"How about you, Tavi?" Vinyl said, nudging her friend. "Found your inspiration?"

"I'm working on it," Octavia replied. "But I think it's coming piece by piece."

"That's the spirit!" Vinyl said, tussling Octavia's mane. "Keep going that way and you'll find your inspiration before we get back to Equestria!"

As Octavia fixes her mane, a single white blossom slowly falls toward the surface. When it touches the water, the Equestrians are in for a surprise. The flower's petals flatten, slowly curving backward until it was completely inverted. The same happened with the other flowers.

"Did you see that?" Rainbow points out.

"Those flowers inverted themselves!" Rarity gasped.

"They're alive," Fluttershy said. "Just like the mushrooms."

"They almost look like… Ballerinas!" Twilight observed.

The flowers begin to dance along the water, the white flower surrounded by eight orange ones. The orange flowers went backwards, as six pink ones surround the white one.

"Well, this is something I could watch all day," Jiminy said.

"This is gorgeous!" Rarity said.

While the flowers dance, Twilight noticed Pinkie dancing along.

"Pinkie, what are you doing?" She asked.

"Dancing along," Pinkie replied, mid-dance. "You should try it too!"

The ponies watch the flowers surrounding the white one, as it started to spin around like a ballerina taking the spotlight. Pinkie began to spin around too, imitating the white flower.

"Those flowers sure can dance," Applejack said.

The spotlight disappears, as all the flowers dance around in a circle while the white flower kept spinning. The flowers went through the openings of the tree roots not too deep within the brook.

"They're going through the tree roots," Twilight points out. "Let's follow them."

Twilight uses her magic to grab everything, putting them neatly in the saddlebags.

"Well come on, follow the flowers!"

Together they went after the flowers.

"You sure we should go underneath the roots?" Rarity asked. "In the water?"

"If we don't want to lose them, then yes," Twilight nodded. "Maybe they can lead us to the sheet music."

"But we won't fit through those tree roots," Applejack points out.

"Don't worry, I've got this!"

Twilight places her hoof in the water, quickly pulling it away.

"Brr… Chilly!"

Quickly, Twilight jumped into the water.

"Come on, every pony! Hurry up!"

"But I don't want to get my mane wet," Rarity complained.

"Just get in!" Rainbow said, shoving Rarity into the water.

As Rarity emerged, turning to Rainbow with her mane over her face, Pinkie rushed in and jumped.

"Cannonball!"

Pinkie Pie splashed into the brook, while the others followed. It was a bit chilly, but their bodies adjusted. They swam toward the tree roots, but as Applejack points out they were too big to squeeze through.

"Told ya we won't fit," Applejack said.

"Alright, gather around," Twilight instructs.

Twilight charged her horn and with a purple flash of light, the ponies were tiny enough to go through the roots. This was a new experience for Vinyl and Octavia.

"Yippee!" Pinkie squeaked. "We're tiny again!"

"Just when I thought I couldn't get any smaller," Jiminy remarked.

"Alright, every pony," Twilight said. "This way!"

The tiny companions swam through the roots. Meanwhile, all the flowers made it to the other side spinning around like ballerinas. The heroes watched them fall down the waterfall with the white flower falling last.

"Did you see that?" Octavia said. "They fell down a waterfall."

"I hope the flowers are okay," Spike said.

"I'll check it out!" Rainbow said.

The blue Pegasus flew out of the water and over the waterfall, searching for the flowers. She sees them dancing away, carried by the stream.

"They're alright!" Rainbow calls out. "They're dancing further downstream; the waterfall isn't long!"

"Is it safe?" Twilight asked.

"You bet!" Rainbow answered, rejoining her friends.

"So… We're going down the waterfall?" Spike asked.

"Guess we are," Twilight answered.

"Ooh! Is it like that theme park ride where you go down a waterfall and get really wet?" Pinkie asked, excitedly.

"Uhhhhhhhh?" Twilight could only say.

"Oh, please no!" Octavia pleaded to herself.

"Tavi, you do know we are already wet, right?" Vinyl said.

"Oh, right," Octavia realized.

"I say 'Bring it on'!" Pinkie said, swimming toward the waterfall.

"Wait for us, Pinkie!" Jiminy calls out.

They all swam toward the waterfall, trusting Rainbow. Approaching the edge, they quickly fell down to the stream where bubbles emerged. They screamed a little mid-fall before… SPLASH! They all hit the water, eventually their heads pop out gasping for air.

"See?" Rainbow said, who hovered over them. "Told you it wasn't long."

The ponies look around and notice some pony was missing.

"Pinkie?" Twilight asked, looking around. "Where's Pinkie?"

Every pony looked around, assuming they lost their friend. Suddenly, her head pops out of the water.

"Hey guys!" Pinkie said, gleefully.

"Pinkie? Where were you?" Rarity questioned. 'Don't ever do that again; we thought we lost you!"

"Sorry, every pony," Pinkie replied. "You see when we fell from that waterfall, I was searching underwater."

"Searching underwater?" Vinyl asked.

"Yes indeedy. This might sound weird, but I have a feeling we should search in the water for the sheet music instead of following those flowers."

"Is that your Pinkie Sense telling you that?" Rainbow asked. "Or are you just fooling around?"

"I swear I'm not joking… This time. If this sheet music could be anywhere, we should look underwater too. Right?"

Every pony faced Pinkie Pie with confusion.

"Is any pony following her?" Rainbow asked.

"I think we should follow her plan," Twilight suggests. "She does have a point: The sheet music could be anywhere. Let's do it!"

Pinkie squeed, having a pony who agrees with her.

"Let me get this straight," Octavia said. "You want us to search for sheet music in the water?"

"Uh-huh!" Pinkie nodded.

"But wouldn't we drown?" Vinyl asked.

"I can make air bubbles that allow us to breathe air while underwater," Twilight explains. "We've done this before."

"So, I suppose we're going underwater?" Rarity asked.

"I guess we are." Twilight answered.

Twilight charged her horn and with one flash of magic, air bubbles appear around every pony's head except for Jiminy Cricket.

"Why doesn't Jiminy get an air bubble?" Vinyl asked.

"I don't need one," Jiminy answered. "I'm a cricket."

"Different breathing system," Fluttershy whispers to Vinyl and Octavia.

"Ooh!" They said, understandingly.

"Every pony ready?" Twilight asked.

"Ready!" They answered in unison.

"Let's dive!"

The heroes dive into the water, swimming below the depths of the stream toward a forest of water plants gracefully undulating in the current.

"Wow! Look at this place," Vinyl said, looking around. "It really looks different when we're tiny."

"You said it," Pinkie nodded. "If we had our seapony tails, we'd be tiny fishes."

"You said you did the air bubble thing before?" Octavia asked, swimming beside Twilight.

"It's a spell Princess Skystar of the Hippogriffs taught me," Twilight explained. "I used it when we dove with Pinocchio, a puppet animated by magic, into the ocean to retrieve his father."

"What was his father doing in the ocean? Did he drown?"

"No, he was very much alive. He was just swallowed by a whale."

"A whale?" Octavia asked, in fear and wonder.

"A very scary one too," Jiminy added. "His name was Monstro, he could eat an entire ship with one bite."

Octavia gulped at Jiminy's words.

"But don't worry, we took care of him," Rainbow said, smugly.

"You mean after he whacked you to the other side of the world?" Applejack said.

Rainbow's eyes went wide, glaring toward Applejack disapprovingly.

"I was hoping we'd never talk about that."

Twilight looks around and suddenly spots something that made her eyes widen.

"Shh! Be quiet."

"Why?" Rainbow asked.

"Shh… Because I have a feeling we're being watched," Twilight said.

She points to a small grotto to the right. In the darkness, two big eyes watch the ponies, dragon and cricket. They didn't know what it could be: A predator? A harmless creature?

"Wha-wha-wha-wha-what is that?" Spike asked, shivering in fear.

"I-I don't know," Twilight said.

The creature stares at them for a few seconds, then swam away leaving a trail of bubbles behind.

"It's gone!" Spike said.

"I think we spooked it," Fluttershy said.

"Well, whatever it was, it's gone now," Vinyl said.

"Let's swim further," Twilight instructs.

They swam along until they spot some pink see-through water plants.

"Ooh, those are gorgeous plants!" Rarity said.

"I don't think those are plants," Twilight shook her head.

When they take a closer look, something moved underneath the plant. It made them realize it wasn't a plant at all.

"Those aren't plants," Applejack said. "They're goldfish."

Maybe they can help us," Pinkie said. "Excuse me!"

The fish saw the ponies and quickly swam away.

"Wait! Don't go away!"

"Pinkie, don't yell!" Twilight said.

"Oops," Pinkie said, covering her muzzle. "Sorry!"

Pinkie's yell caused the whole group to cover their ears.

"We should keep swimming," Twilight said. "Maybe there's some other fish that can help us."

They swam further through the water plants, as rays of sunshine appears above. Another goldfish, with a see-through tail, swam around.

"Look, another goldfish," Octavia points out. "Let's ask that one."

"I'll do it," Fluttershy offered, swimming toward the fish. "Um, excuse me, Miss Goldfish. Can you help us? We're searching for a…"

But before Fluttershy could finish, the goldfish quickly swam away the minute it saw her.

"Oh my! I didn't say or do anything wrong, did I?"

"I think the fish are scared because we are new to them," Twilight said.

"Guess we better hope the other fish are helpful," Rainbow said.

As they swam through the underwater world, more goldfish saw them and swam off in fear.

"They just keep swimming away from us," Spike noted.

"It's no use," Applejack said. "I guess it's up to us to search for that sheet music."

"We can try looking inside that cave over there," Pinkie points to a cave, not far away.

"Okay, what have we got to lose?" Twilight asked.

As the searched the cave, another fish appears behind a water plant. It peers toward the group for a moment, then swam away leaving bubbles behind.

"Do we really have to go in there?" Fluttershy asked, worriedly. "I don't like dark caves."

"Don't worry, Fluttershy," Pinkie said, patting Fluttershy's head. "Your auntie Pinkie Pie is here to protect you."

"Do I still need to remind you I'm a year older than you?" Fluttershy asked, annoyed.

No pony answered. They swam inside the cave as Twilight, Rarity and Vinyl used their horns to light their way along the dark path. Another goldfish peers behind a corner, sees the Equestrians, and quickly swam away.

"Well, there swims another one," Vinyl said, dryly.

Suddenly, a strange light appears, and the group is surprised by three moving shadows along the cave wall moving a graceful, languid way. The ponies, dragon and cricket look behind them and see the shadows belong to three yellow goldfish with blue spots swimming behind red coral. The Equestrians sigh in relief. But they soon noticed these goldfish weren't scared of them, not one bit. Rather, the fish stared at them curiously.

"Hey, these ones aren't scared," Spike said.

"You're right, Spike," Twilight said.

The goldfish swam high above the coral. Two of them look at the ponies with a smile, while the third danced in a circle.

"Are they… Dancing?" Rainbow asked.

"I think so," Spike answered.

The fish swam down and up, over their heads. Suddenly, a pink goldfish appears and swam in a circle. Their heads came close to each other and span around like a windmill, as our heroes watched.

"This is new," Applejack replied.

The lights dim, as the pink goldfish swam away, and six black goldfish appear from above. They land with their heads on the ground, their tails high in the air. Our heroes didn't know how to respond until they noticed something glowing covered by the fishes' tails.

"What's that glow behind them?" Rainbow asked.

The goldfish lower their tails revealing a beautiful white goldfish with a glittery see-through tail. The Equestrians couldn't help but stare while she swam around and performed a graceful dance.

"Wow," Jiminy said, impressed.

"That fish is so beautiful," Spike replied, till he saw Rarity. "Oh, um, I mean… She's pretty nice for a fish."

"It's alright, Spike," Rarity giggled. "That goldfish is rather gorgeous."

The goldfish came close toward Spike and Jiminy, blowing them a bubble. Then she did a tail move, leaving bubbles behind while she danced. She sways her tail first, as she swam a little higher. She twirls around, her tail covering her making her look more beautiful. The whole time the boys couldn't help but blush.

"She sure is lovely," Fluttershy said. "She almost looks like Cleo."

"Cleo?" Vinyl asked.

"Geppetto's goldfish," Fluttershy answered. "Geppetto is Pinocchio's father."

"Oh," Vinyl nods, understandingly.

"Her moves are so graceful," Octavia observed.

"It's pretty nice," Rainbow admits.

The fish came closer, doing another tail move while leaving a trail of bubbles. The black fish surround her, covering her a tad. Then both the black fish and white fish approached the ground. The white fish twirls, covering herself with her tail, while the black fish covered her completely with their tails creating bubbles in the process. The ponies, dragon and cricket couldn't help but clap their hooves/claws/hands.

"That was amazing!" Pinkie said.

"Pretty good," Vinyl nodded.

"Beautiful!" Jiminy said.

"As pretty as it was," Twilight cut in. "I think we should look further for…"

Before she could finish, one of the bubbles became big and slowly came toward her and her friends.

"Twilight, why is that bubble growing and coming toward us?" Octavia asked.

"Should we run?" Applejack asked. "I mean swim?"

"Come on, girls," Twilight said. "Bubbles are harmless; nothing's gonna…"

But Twilight didn't get to finish when the bubble caught the group and carried them to a new, unfamiliar place.

"… Happen?"

"Uh, where are we?" Rainbow asked.

"I don't know," Twilight said, looking around. "I don't think we're in the forest anymore."

"It sure is a little empty around here," Fluttershy added.

"A little?" Rainbow asked.

"Where do we go now?" Octavia asked.

"I don't know," Twilight admits. "Let me think."

Pinkie looked around and spot something unusual: A group of thistles.

"Hey, guys! Look at this!"

The other ponies, dragon and cricket turned toward Pinkie's direction.

"Those are thistles, Pinkie," Applejack said. "So what?"

"Well, don't you think it's weird they're the only things in this place?" Pinkie inquired.

"Hmm… It is strange to have thistles in one place with nothing else around," Twilight observes.

Pinkie reached her hoof out to touch one of the thistles when suddenly, to every pony's surprise, they leapt in the air and danced.

"WAH!" Every pony screamed.

"Tho-tho-those thistles are alive!" Rainbow said.

The thistles look more like Cossacks with belted blouses, tall hats and boots. They dance wildly while more thistles appear with flower heads of a different color. Some of them span around in the air as part of their dance. The ponies were completely surprised and confused, as eight of the thistles approached the mares, bowing and offering a leaf as a request to dance along.

"Are they asking us to dance with them?" Applejack asked, confused.

"I guess so," Fluttershy said.

"I'd love to!" Pinkie said, excitedly. "This dance looks super-duper fun!"

She took the leaf of one thistle and danced along. Twilight faces Vinyl in confusion, while the DJ pony just shrugs.

"Oh, what the hay!" Applejack said, grabbing a thistle's leaf to dance.

"Should we…?" Spike asked Jiminy.

"I guess we don't have anything to lose," Jiminy said.

The two began to follow the steps of the thistles. It didn't take long before they all joined, though Fluttershy felt unsure at first. But the thistle who asked her gave her some courage and soon she danced along. They first followed the thistles' steps, which weren't easy, but they were fast learners.

"They sure know how to dance," Applejack replied, dancing with the thistles.

"It's a bit wild, but still brilliant!" Rarity said, dancing along.

Suddenly, a group of orchids of various colors, that almost look like peasant girls in quaint headdresses and bulging skirts, arrived on the dance floor. Two of them offer their leaves to dance with Spike and Jiminy.

"Um, I don't know if I… Whoa!"

Spike never finished when one of the orchids grabbed him and swung him in the air.

"Oh, well," Jiminy shrugged, jumping onto an orchid's leaf.

The thistles appear from the air, landing on the ground as they danced. Then they jump high in the air along with the Equestrians.

"This is all kind of unexpected…" Vinyl noted. "I love it!"

Many thistles danced with the orchids in pairs, while others danced with the mares. Spike first danced with an orchid, then with Rarity.

"Oh my, Spikey-wikey," Rarity said. "I didn't know you can dance like that."

"If a bunch of thistles can do this," Spike said. "Then dragons can too!"

One thistle grabbed Octavia, lifting her high in the air before bringing her back to the ground.

"Oh goodness!" She said in surprise.

Jiminy and Pinkie danced like real Cossacks, their arms crossed against their chests and their feet/hooves doing all the work. Pinkie even wore a Cossack hat and boots for fun.

_Don't ask where she got them._

Then they all dance around and around until they almost got dizzy. Then they all struck a pose, ending the dance. The ponies, dragon and cricket were breathing heavily.

"That… Was… AWESOME!" Rainbow said, excitedly.

"That was intense," Fluttershy smiled. "But… I actually liked it."

"Oooh…."

The gang turned and noticed Twilight, her eyes rolling in dizziness.

"I think I danced around and around for too long…"

Then she held a hoof to cover her mouth, preventing her from throwing up, before rushing toward a corner where no one can see.

"I… I've never done something like that before," Octavia said.

"You know what they say, Tavi?" Vinyl replied. "There's a first time for everything."

"I… I kind of liked it," Octavia smiled.

"Me too!" Jiminy said. "Haven't danced like this since college."

The thistles and orchids stood upright, looked toward the Equestrians, while they did the same. Twilight just returned, wiping her mouth clean.

"Ahem, well uh…" Twilight began. "That was a great dance."

"You dance rather well for flowers," Rarity compliments.

The thistles and orchids bow as a sign of gratitude and as a compliment for the dancing of our heroes.

"I don't suppose you know where we can find sheet music, do you?" Twilight asked.

The thistles and orchids look behind them, pointing in that direction. A bright light appears, revealing a new part of the forest.

"Look, the forest!" Jiminy points out.

"It's a part we've never seen before," Spike notes.

"The sheet music has to be there," Twilight said, turning toward the flowers. "Thank you!"

The flowers bow then form two lines to make a pathway for the Equestrians.

"My, they're quite courteous too!" Rarity said.

The group walks toward the forests leaving the thistles and orchids behind. It took a matter of seconds to reach the new section of the forest. Soon enough, they found themselves on a grassy field surrounded by trees. The sun was up, and it's warmth made the Equestrians very happy.

"Ah, so nice to see the sun again," Rarity said.

"Me too," Applejack said.

But there was one thing they noticed: The forest is bigger.

"Is it me or has the forest become larger?" Spike asked.

"We're still small, Spike," Twilight points out.

"Oh yeah, the shrinking spell," Spike remembers. "Totally forgot.

They examine a few plants, when suddenly a pair of wings emerged.

"Hey, look!" Jiminy points out, as more wings appear.

"Those are fairies," Fluttershy smiled. "They must be the other species Nightglow mentioned."

"Let's ask them for help," Vinyl suggests.

They walk toward the flowers as the fairies awoke from their sleep. These fairies were indeed different, as they were green in color. They yawned and, to their surprise, saw the ponies, dragon and cricket all the same size as them.

"Greetings, fairies!" Pinkie greeted. "Do not fear us, we're in need of your assistance."

The fairies looked at each other, confused.

"Maybe you should let Fluttershy do the talking," Rainbow advised.

"Why? Wasn't I convincing enough?" Pinkie asked.

"You were a little _too_ convincing, Pinkie," Rainbow answered, dryly.

"Hello, I'm Fluttershy and these are my friends," Fluttershy said, approaching the fairies. "We're looking for a missing sheet music. A dewdrop fairy named Nightglow said you could help us."

The fairies looked at each other and one spoke with a sparkly sound, just like the other fairies.

"Oh yes! She and a few other fairies guided us through a small part of the forest. We've searched everywhere, but we still haven't found the sheet music. Can you help us?"

One of the fairies spoke with the same jingle, before flying in the air. A few seconds later, she returns with two orange fairies and spoke to Fluttershy again.

"Really?" Fluttershy asked. "Oh, thank you!"

"What did she say?" Twilight asked.

"The Summer Fairies would've liked to help, but they can't," Fluttershy explained. "But she said the Autumn Fairies can surely help. They're going to fly through the forest with more fairies to bring Autumn. I think these fairies are responsible for changing the seasons in this realm."

"Just like us ponies do in Equestria," Twilight smiled.

"Wow!" Octavia said, impressed.

One of the two Autumn Fairies spoke to Fluttershy.

"She said they'd love to help us find the sheet music," Fluttershy explained again. "We just need to follow them in the air while they make the leaves fall."

"But some of us can't fly," Applejack points out. "How are we gonna follow them without wings?"

Suddenly, a few Autumn Fairies flew down. The Equestrians who don't fly were air-lifted by two fairies, as they pulled them up in the air.

"Guess this answers my question," Applejack replied, while she's lifted in the air.

"Come on!" Rainbow said. 'Let's follow them!"

Rainbow spreads her wings, flying into the air. Twilight and Fluttershy did the same and followed the rest, while the Summer Fairies flew away. While up in the air, more fairies flew around. Their presence made the leaves of the trees change color and the ponies watch the leaves become goldish brown.

"Wow, they're doing a good job," Vinyl said, while two fairies held her.

"They sure do," Twilight said. "Princess Celestia would love this. Autumn or Fall is her favorite season."

"Really?" Octavia asked. "I didn't know that."

"Now you do," Pinkie said, winking.

One fairy flew towards a plant with many leaves. She lands on it and with one touch, the leaves turned gold. It stops at the small end of the plant, while there was a longer end with more leaves. With a single touch, the rest of the leaves turned gold too.

"Amazing!" Applejack said, watching the fairy.

Together, they flew through the leaves of the trees changing the colors. Eventually, the leaves began to fall down.

"You know, if we had more ponies," Applejack said. "We could do a Running of the Leaves to help these fairies."

"If they need help, they got it," Rainbow said. "Hey, Flutters! Wanna help me get those leaves from the trees?"

"I'd do anything to help," Fluttershy replied.

They both flew towards some of the leaves, flapping their wings to create a strong wind to make them fall. The fairies appreciated the help from the two Pegasi. While the leaves fell, two red leaves fell together. Two fairies flew around them to make them stay longer in the air. It almost looks like the leaves were dancing.

"Huh, it's like those leaves have a mind of their own," Rainbow observed. "Come on, let's fly around them too!"

The leaves flew in the air till Rainbow and Flutters flew around them, keeping them in midair for a few seconds. Suddenly, a whole bunch of leaves drop from the trees along with smaller leaves shining in the light. Twilight couldn't help but stare at this scenery.

"This is so pretty," She said.

"Beautiful!" Rarity exclaimed.

"Who knew Autumn could be this nice?" Jiminy said.

While the leaves kept falling, the fairies went toward some branches with Old Man's Beards seed heads. With one touch, the seeds fell from the branch and the fairies grab onto them while they flew away.

"That looks like fun!" Pinkie said. "Let me try!"

She grabbed onto a seed and the fairies release her, letting her float in the air screaming "Wheee!". Another fairy lands on a milkweed pod, which opens after one tough and lots of milkweed seeds emerged. The seeds look very silky and most of all, they looked like ballerinas.

"Those look fluffy," Pinkie said.

Pinkie was still holding onto an Old Man's Beard seed, when the two fairies grabbed her.

"Aw, I wanted to fly a little longer!" Pinkie pouted.

The milkweed seeds flew close to the ponies, one tickling Octavia's nose and she began to sneeze. Twilight noticed Octavia's eyes became red and tired.

"Are you alright, Octavia?" She asked.

"It's my allergies," Octavia said. "Those seeds are triggering it."

"Excuse me, can you get her away from those seeds?" Twilight asked the two fairies holding Octavia. "She's allergic."

The fairies nodded, flying away from the seeds. Ironically enough, they flew right next to two fairies holding Vinyl.

"Hey Tavi, is this fun or what?!" She asked.

"Yeah, totally," Octavia said, sniffling.

"Allergies again?"

"Mm-hmm," Octavia nodded.

Lots of leaves pushed the milkweed seeds away and flew in various directions as while the fairies, Rainbow and Fluttershy kept going passed the trees making the leaves drop, along with a little help from the wind. The leaves and milkweed seeds got close to the ground. One of the fairies began speaking to the ponies.

"She said we're going to a lake," Fluttershy translated. "That's where they'll leave us."

The same fairy spoke again, as Fluttershy continued translating.

"Winter will be coming soon. During that time, the Frost Fairies wake up and ice everything. They would have no problem helping us too."

"Alright," Twilight understood.

"Looks like winter comes pretty fast," Pinkie noted. "Too fast actually."

Meanwhile, all the leaves and seeds land on the ground while the fairies and the Equestrians flew away. In minutes, they arrive at a lake while the fairies released the ponies and dragon who can't fly before leaving. One of the fairies stopped to wave them goodbye.

"Goodbye!" Fluttershy said, waving back. "Thank you for everything!"

The Equestrians look around the new landscape.

"Well, we're alone… Again," Spike said, sarcastically.

"Don't worry," Applejack assured. "Those fairies said we'd get help from the Frost Fairies."

"But where are they?" Rainbow asked.

Suddenly, atop the branches of a dried bush, five bright lights shone. The Equestrians look behind them and couldn't help but stare. The lights reveal five blue fairies who began to slide down the leaves. While they slide, the branches and leaves became frozen. They land in front of the ponies, confused with what they saw. One of them spoke, probably asking who they are.

"Um, my name is Fluttershy and these are my friends," Fluttershy introduced. "Don't be scared, we mean no harm. The Autumn Fairies brought us here and said you could help us. We're searching for sheet music. Can you help us find it?"

The fairies look at each, then turn back nodding with a smile.

"Oh, thank you!"

One of the fairies look toward the lake, speaking again.

"What did she say?" Spike asked.

"She said we can cross the lake," Fluttershy answered.

"Cross the lake?" Octavia questioned. "How do we do that?"

"We can't swim in that lake," Jiminy points out. "We'd freeze to death."

Fortunately, the fairies had a better idea. They see a leaf fall into the water and fly towards it. Upon touching the leaf, it froze along with the water. The ice spreads over the entire lake as our heroes stare in amazement.

"Wow!" Rainbow said, in awe. "All that with one touch?"

Applejack approaches the ice to check if it was hard enough.

"It's pretty thick, we can cross over it."

She walks along the ice, when she suddenly lost her balance.

"Whoa!"

BAM! Applejack slips and falls face-first onto the hard ice. She slowly raises her face and turns around, showing it was bruised from the fall.

"Ow! It's a little slippery, but ah think we'll make it."

Applejack tries to stand up, only to slip and fall hard again. This time on her rump. Pinkie couldn't help but giggle.

"You can't walk on ice bare-hooved, silly," Pinkie giggled. "There's only one way to travel on ice."

Surprisingly, Pinkie took out some ice skates from her mane.

"Put these on. I got pairs for each and every one, even for you Jiminy.

Pinkie hands Jiminy Cricket a tiny pair of ice skates just his size.

"Wow!" Jiminy said. "Thanks Pinkie. That's very thoughtful of you."

Jiminy proceeds to slip off his shoes to replace them with the skates.

"We better wear something warm too," Rarity said. "Don't want us catching a cold."

"There should be some scarfs and gloves in the saddle bags," Pinkie points out.

Every pony opens their saddle bag, retrieving warm clothes. They still couldn't believe their saddle bags could fit in Pinkie's hair. The thing that she has a ton of stuff hidden in her mane remains a complete mystery to every pony, but they shook it off and stuck with the fact that it's just Pinkie Pie. Every pony else, including Spike, wore their ice skates and tightened the laces.

"Okay, we're ready," Twilight said.

"Easy, every pony," Applejack cautioned. "Don't try to slip."

They all walked carefully on the ice. Some had a bit of difficulty being their first time, but it was no problem for Jiminy, Pinkie and Rarity. The only one who really needed help was Twilight. She remembered the time she wanted to help Pinkie break the thick ice during Winter Wrap Up Day and since that day she still wasn't good at it. Her knees wobbled, struggling not to slip and fall. Applejack could see her friend was having trouble.

"Need a little help, sugar cube?" She asked.

"I would love that," Twilight said.

"I can help too," Spike offered.

"That's nice, Spike," Twilight said, then in a serious tone. "But don't push me like last time, okay?"

"Okay, okay," Spike said. "I won't push."

While they skate along the ice, the fairies flew and skated along the ice. Pinkie saw they were about to dance and suddenly an idea pops in her head.

"Hey, girls!" Pinkie called, with a smile. "Any pony in the mood for a little ballet?"

"Ballet?" Every pony asked.

"Yeah, the fairies are doing it. We can have some fun too!"

"I've never done ballet before," Twilight admits.

"Me neither," Applejack added.

"Eh, ballet's a little sappy for me," Rainbow said.

"How about you, Rarity?" Pinkie asked. "Wanna join?"

"Me?" Rarity asked.

"Of course, silly-willy!" Pinkie giggled. "I taught you ballet on ice skates, didn't I?"

"Well… Yes?"

"How's about putting those skills to the test?"

"Well, um… Sure. I suppose it won't hurt to show every pony what you taught me."

"Ooh, this will be so much fun! I even have a feeling we're getting close to that sheet music."

Rarity wasn't sure what her friend meant, but she quickly shrugs it off.

"Allow us to show you how professional ice skaters dance," Pinkie informs every pony. "Ready, Rarity?"

"Ready!" Rarity answered.

"Let's dance!"

Together, Pinkie and Rarity skate along the ice and danced with the fairies. They skate around a fern leaf that touched the water. The fairies left ice tracks along the lake while skating. Rarity made a twirl in mid-air and lands perfectly on the ice.

"Way to go, Rarity!" Pinkie complimented. "Those lessons really paid off!"

"I did it!" Rarity said, excitedly. "I can ice dance! Thank you, Pinkie Pie!"

"You're welcome! Come on, let's join the fairies!"

The girls skate toward the fairies, following their dance moves. They all had one leg stretched behind them as they skated further. Pinkie and one fairy both did a twirl in the air. They danced in different directions, while skating gracefully.

"You know, those fairies are pretty good too!" Pinkie said to Rarity.

"I agree," Rarity nodded.

They did multiple dance poses, each one more graceful and beautiful than the previous. Twirls in the air, stretching a leg or dancing in circles with one leg. They even skated backwards. The ponies and Jiminy couldn't help but stare at the talent of the fairies and their two friends, even Spike couldn't keep his eyes off Rarity. But then the unexpected happened, it began to snow.

"Snow?" Spike asked.

"Winter has come," Twilight declared.

Because they were still small, the snowflakes were bigger and detailed.

"Wow!" Rainbow said. "I've never seen snowflakes this close before."

"That's what you get with shrinking spells," Twilight explains. "You end up in an entirely new world to explore."

But then they noticed something with the snowflakes, fairies with crowns were wearing them around their bodies and danced around like ballerinas. These were the Snowflake Fairies.

"Look, more fairies!" Jiminy points out.

"They must be a different species too!" Fluttershy observed.

"They're so beautiful!" Octavia said.

Many Snowflake Fairies land along the lake, twirling around. The snowflakes shone with a beautiful glimmer while Rarity, Pinkie and the two Frost Fairies still danced. It was almost like the Equestrians were watching a live ballet performance. Then Pinkie and Rarity took each other's hooves and danced around and around. All the fairies kept dancing till Pinkie threw Rarity high in the air, surprising her completely. But while in midair she kept twirling around and around till she fell, and Pinkie caught her in time. The fairies stop dancing while Rarity and Pinkie held a beautiful pose. The ponies stare wide-eyed, even Spike and Jiminy were impressed. They clapped their hooves/claws/hands and whistled. Even the fairies clapped along, as the fashionista and the party pony stood there amongst all the praise.

"Woohoo!" Spike cheered. "Go, Rarity!"

"Brilliant!" Octavia complimented.

"Lovely!" Fluttershy replied.

"Awesome!" Rainbow said.

_For a mare who doesn't love ballet, she sure was impressed by that performance._

Anyways, the ponies, dragon and cricket skate close toward their friends wrapping each other in a warm embrace.

"That was amazing!" Twilight said.

"Now that's what I call a show!" Vinyl said.

"That was truly a spectacle, girls," Jiminy replied. "Especially from you, Pinkie Pie. How did you learn to dance like that?"

"I've been doing all these things since I was an itty-bitty little-wittle Twinkie-Pinkie," Pinkie answered. "It runs in the family, even my sister Maud can do it!"

"Well, I'm truly amazed," Jiminy said. "Even the fairies think it's good."

The fairies did indeed, as they gave a few more claps. Spike approaches Rarity, practically dropping to his knees.

"Wow, Rarity. You were like an angel."

"Why, thank you, Spike," Rarity said, flattered until she pointed to Pinkie. "But this _is_ a duet."

Pinkie couldn't wait to hear Spike's opinion about her.

"Yeah, yeah," Spike said, absently. "You were pretty great too."

_Anything that makes Pinkie happy is more than enough._

Suddenly, one of the fairies flew beside Fluttershy and spoke to her.

"What is it?" Fluttershy asked.

The fairy pointed somewhere along the lake. Fluttershy turned and gasped.

"Every pony, look!"

All the ponies, dragon and cricket turned toward Fluttershy's direction. To their surprise, they saw the blue sheet music floating atop the lake.

"The sheet music!" Twilight smiled. "We found it!"

"I'll get it," Fluttershy volunteered.

The yellow Pegasus didn't get very far when Rainbow stopped her in her tracks.

"Whoa, whoa, whoa, whoa," Rainbow said. "Hold on a sec. Maybe Twilight should do it, if that one flies away when we get too close."

"Don't worry, I'm prepared for anything."

Rainbow Dash watched as Fluttershy slowly flew towards the sheet music.

"Please don't screw this up," Rainbow said, under her breath.

Fluttershy flew closer, but the sheet music didn't move. It just floated on that same spot. The ponies, dragon, cricket and fairies watch silently and nervously. When she was close, she slowly reached her hoof to grab it. Rainbow was biting her hooves, hoping the sheet music didn't try any tricks. Suddenly…

"Oh!" Fluttershy gasped.

"Oh no! It flew away!" Rainbow thought to herself. "Now we have to search further; we'll never get back. We're gonna…"

"I never thought this sheet music was so soft!"

Rainbow's eyes went open with confusion and wonder. But to her surprise, it was true: She saw Fluttershy holding the sheet music, giggling.

"It… Didn't… Fly away…," Rainbow said, processing. "SERIOUSLY?!"

With the sheet music in her hooves, Fluttershy flew back with a smile as her friends cheered for her. Rainbow just stood there, her jaw wide open which Applejack pushed back into place.

"Why didn't this one fly away?" Spike asked.

"I guess the first one was the only one with a mind of its own," Fluttershy answered.

"Let's hope the others don't make things difficult," Rainbow said.

Suddenly, a portal opens behind them as Pinkie turns around.

"Hey guys!" Pinkie calls out. "The portal's open."

"We better go," Twilight said. "Deems and Leopold are probably waiting for us."

But before they turned to leave, they faced the fairies. They looked sad because they admired Rarity and Pinkie's dancing hoping they'd do some more. They also really liked the other Equestrians and didn't want them to leave.

"Aw, don't be sad," Fluttershy said. "We promise we'll visit again someday."

The fairies felt much happier with Fluttershy's words.

"Thanks for all your help; we really enjoyed ourselves here."

"Come on, Fluttershy!" Rainbow called out. "Let's go!"

As Rainbow went through the portal, Fluttershy waved goodbye and entered along with the others.

* * *

**The Orchestra Stand**

Meanwhile, Deems, Leopold and the musicians waited patiently for the ponies return.

"They sure have been gone for a while," One of the musicians said.

"I don't blame them," Deems concurred. "Some of those realms take longer just to find one sheet music."

Soon their wait was over when the blue songbook began to glow. In a flash, the Equestrians returned and in their full height too.

"Hey, we're big again!" Applejack said, surprised.

"The songbook must've broken the spell to bring us back here," Twilight said.

"Ah, you've returned," Deems said, approaching the ponies.

"It took a little longer to find the sheet music, but we finally got it," Twilight said, handing the sheet music. "We couldn't have done it without the help of the fairies and the other woodland creatures."

"We even danced with some of them," Pinkie added.

"You should have seen them, Mr. Taylor," Jiminy said. "They were outstanding!"

"Did you?" Deems chuckled, holding the sheet music. "Well, I hope you enjoyed it."

"Oh, we did," Fluttershy smiled. "It was a very beautiful, peaceful place."

Deems returned the sheet music to its proper place, next to the other one.

"That makes two. You're doing great so far. But like I said, the bigger challenges come later."

"What's the next one?" Vinyl asked.

"Ladies and gentlemen, in the next realm, you will meet two very special people," Deems explained. "I think this one will be one of your interest, Princess Twilight. Since this involves magic."

"Really?" Twilight asked.

"Yes, and I'm very sure you can learn a lot from them."

The Equestrians look in Deems direction toward a songbook, the one with an orange glow.


	5. L'Apprenti Sorcier

**Equestria**  
**Canterlot Theater**  
**Many hours later**

Applause is heard as Twilight announces the next number. The concert went well, but there was were still more numbers to come.

"And now we're going to hear a piece of music that tells a very definite story. As a matter of fact, in this case, the story came first and the composer wrote the music to go with it. It's a very old story, one that goes back almost 2,000 years. A legend about a sorcerer who had an apprentice. The apprentice became a very amazing friend of ours. He was a bright young lad, very anxious to learn the business." Twilight said.

Princess Celestia and her sister Luna, among the guests in the audience, faced each other.

"Sound familiar," Celestia said to Luna, secretly teasing her student.

"I know," Luna giggled.

*Laughs* _It's funny because it's true!_

Other giggles could be heard in the crowd, Twilight makes a nervous laugh. After a few seconds, she clears her throat and continues.

"As a matter of fact, he was a little bit too bright because he started practicing some of the boss's best magic tricks before learning how to control them. One day, for instance, when he'd been told by his master to carry water to fill a cauldron, he had the brilliant idea of bringing a broomstick to life to carry the water for him. Well, this worked very well, at first. Unfortunately, however, having forgotten the magic formula that would make the broomstick stop carrying the water, he found he'd started something he couldn't finish."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

Deems and the Equestrians gaze upon the songbook with an orange glow. The ponies couldn't help but wonder what they're going to encounter.

"Mr. Taylor?" Twilight asked. "Who lives in that realm?"

"Like I said before, there are two very special individuals in there," Deems explained. "A powerful sorcerer and his young apprentice."

Now this was something that caught the Equestrians' interest.

"A sorcerer?" Octavia asked, surprised.

"Yes, Octavia," Deems explained further. "A very wise and serious sorcerer."

"He's not as serious as he looks, well not 'quite' serious," Leopold cuts in, then whispers. "Just don't stare at his beard."

Some of them couldn't help but giggle at the description.

"You said he has an apprentice?" Twilight asked.

"Oh yes, a brilliant one too," Leopold replied. "He can be a little mischievous, but he has a heart of pure gold. He's a bright young lad, very anxious to learn the arts of magic. I think you two can learn from each other, Princess Twilight."

"A sorcerer with an apprentice who wants to learn everything about magic," Spike teased. "Sound familiar?"

The other ponies giggle, while Twilight blushed a little.

"Did you know the realm is based on a poem written by a man named Johann Wolfgang von Goethe?" Deems asked, before explaining. "He called it 'Der Zauberlehrling'. A little later, a composer named Paul Dukas wrote music for this poem, calling it 'L'Apprenti Sorcier'. These two titles meant the same thing: _The Sorcerer's Apprentice_."

"Ooh…" The Equestrians said, in awe.

"But Von Goethe wasn't the first to write such a story," Leopold adds. "As a matter of fact, the story had been written approximately 2,000 years ago during the time of the Greeks. In that time, they told a story similar to the one we know today."

"Interesting…" Twilight thought.

"See, Tavi?" Vinyl said to her friend. "Even writers get their inspiration from somewhere. Sounds like this Paul Dukas guy must've been a real genius to write music that fits a story."

"He sure was," Deems nodded. "Now when you search for the sheet music, they won't have any problem helping you find it."

"That's good to know," Applejack said. "We sure can use all the help we can get."

"Alright," Twilight said. "Let's go!"

She walks toward the songbook; her horn begins to glow, and a beam of magic is shot toward the book. The book glows, opening a portal once again to allow the Equestrians inside. Music notes surround them once more, as thunder clouds cover their vision. As the clouds fade, they find themselves on a floating isle with a few bushes. When they looked ahead, they saw the isle was surrounded by hilltops and empty space and the entire sky filled with stars.

"Are we… In space?" Rainbow asked.

"I'm not sure," Twilight answered. "If we were, we'd see nothing but stars and planets."

"Not to mention we couldn't breathe," Pinkie added.

_Yes, I know about the continuity with space. Bear with me._

"The girls are right," Jiminy said, looking around.

"Then… Where are we?" Vinyl asked.

"We must be in another realm like the others," Pinkie observed. "This must be a world far, _far_ away in space. Ooh! Maybe there's a space train that stops here that can bring us to a beautiful town!"

Every pony faced Pinkie in confusion but said nothing of it. They turned back to watch the hilltops and shooting stars in the sky.

"It sure is quite a sight to behold," Rarity said, her eyes glittering.

But not every pony looked ahead. Spike had been looking behind him the whole time, as if something caught his attention.

"Uh, guys?" Spike speaks. "I think you'd better look behind you."

The ponies and cricket turn around, staring with the same reaction as Spike. Lo and behold stood a big tower with six roofs. The biggest roof had stars and a crescent moon on it.

"Whoa!" Rainbow said, in awe.

"Well, ah'll be!" Applejack said, similarly.

"A tower!" Jiminy said. "This must be where the sorcerer and his apprentice live."

"I guess we're going inside," Octavia assumes.

"Exactly," Twilight nods.

The group approaches the tower till they reached the door with a star and crescent moon like the rooftop.

"Should we knock on the door?" Rarity asked. "What if this sorcerer is dangerous?"

"Or _really_ hates visitors?" Pinkie asked, as well.

"It's the smart thing to do," Twilight said. "After all, we're not burglars. Deems did say he's one of the good guys."

"I'll do it," Spike steps up.

Spike knocks on the door, three times. They wait for a few moments, but no one answered. Spike raised his claw to knock again when to his surprise the door opened by itself. The ponies stare at each other.

"Okay, this is creeping me out," Rainbow said.

They slowly walk inside toward the front of a staircase leading upstairs. At the bottom of the stairs, two blue cones with stars and a crescent moon caught their attention.

"Hello?" Twilight called, looking around. "Any pony there?"

"Maybe we should go upstairs," Jiminy suggests.

They were about to climb upstairs, when they noticed the floor shining with a bright light emanating from the other staircase leading downstairs.

"Or maybe we should go downstairs," Pinkie suggests.

"Okay, now ah'm totally confused," Applejack said. "Are we goin' up or down?"

"We could split up," Rainbow suggests.

"Or play 'heads or tails'!" Pinkie adds, taking a bit from her mane.

"Okay, Pinkie," Twilight said. "Let's do your idea."

Pinkie squeed as she examined the bit.

"Heads, we go up. Tails, we go down."

Pinkie flips the coin high in the hair and at the right moment, caught it with her hoof and slaps it on her arm. She pulls her hoof away to see the result.

"It's tails."

"Downstairs it is," Vinyl said.

They peer downstairs, seeing nothing but darkness.

"I see nothing but darkness," Applejack said.

"Do we really have to go down there?" Fluttershy asked, feeling uncomfortable.

"Don't worry, Fluttershy," Twilight said. "We'll stick together, no pony is splitting up."

"Darn it!" Rainbow frowned.

In the lead are Twilight, Rarity and Vinyl who lit their horns to light the way. They slowly walk down the steps till the glowing light appears again.

"Something's glowing down there," Jiminy points out.

"We'd better be on guard," Twilight advised. "You never know what else we'll find here."

Their heads pop out of the opening one-by-one, silently entering the room.

"This must be the tower's basement," Rarity said.

"Could be," Spike said. "But where did the glow come from?"

"Could it be a ghost?" Pinkie asked.

"A g-g-g-ghost?!" Fluttershy asked, frightened.

"Pinkie, that's ridiculous," Rainbow said. "Ghosts do not exist."

"Yeah, but does the ghost know that?" Pinkie asked.

"Rainbow is right, Pinkie," Rarity said. "Every pony knows ghosts are made-up things to scare little foals."

As they look around, Twilight saw something that made her pupils shrink and duck behind a pillar.

"Every pony, over here!" Twilight whispered.

The ponies, dragon and cricket did exactly as she said ducking behind the pillar with her. They slowly peeked from behind and their eyes widen at what they see.

Sitting at a table was a slender, elderly man with a long grey beard. He was dressed in a blue robe, along with a pointy hat with stars and a crescent moon on his head. He sways his hands over a glowing skull. Smoke emerges from it, the man focused with a serious gaze. The Equestrians couldn't believe they were witnessing a human conjuring magic.

_Although Twilight and her friends did fight an evil queen who uses dark magic, I never forgot that._

"Is that…?" Rainbow asked.

"The sorcerer?" Rarity cuts in.

"It has to be," Twilight said, quietly.

"Well, I'll be!" Jiminy said. "A real live sorcerer!"

"Incredible!" Octavia gaped.

"He's got quite the beard," Applejack chuckled. "You sure he's not some country music singer?"

"His beard's longer than Starswirls'," Pinkie giggled.

"Pinkie, shush!" Twilight hushed.

"But it's true, isn't it?" Pinkie asked.

"Shh!" Twilight hushed, looking back to the sorcerer.

_If there's one thing that annoys Twilight more is when ponies poke fun at her idol._

They kept watch over the sorcerer, seeing he was too busy with his work. What they didn't know was a peculiar figure in a red robe, blue pants and carrying two buckets of water appeared from behind a corner. The interesting thing was that this figure was neither human nor pony, but rather… A mouse. A mouse with big round ears and instead of paws, he had hands covered by white gloves. He also wore big brown shoes which means he has big feet. The mouse reached the bottom of a pair of stairs, already tired of doing the chores. He places the buckets on the ground to wipe the sweat from his forehead with his arm. He picks up the buckets again, walking along the stairs toward the cauldron. He looks right and watches his master working with his magic. He also noticed the ponies and dragons, whom he didn't expect. It totally surprised him, not knowing what to say or think. When he reached the cauldron, he places the buckets on the ground and watches the entire scene.

The sorcerer made more smoke emerge from the skull, as it shifted into something. The Equestrians watch this magic show with interest. They gaze up and watch the smoke take the shape of a giant bat with glowing yellow eyes.

"Whoa!" Spike said.

"It's a b-b-ba-b-ba-b-ba—" Pinkie stuttered.

"A bat!" Fluttershy said.

"EEP!" Pinkie said, wide eyed.

_It's no secret Pinkie had a phobia of bats._

"A big one too!" Applejack said.

Pinkie looked as if she was about to faint, but Twilight was too distracted. She was amazed by all this magic the sorcerer could do. Then the bat changed into something beautiful: A butterfly with various colors. Our heroes' eyes went wide at the beautiful sight.

"Beautiful…" Fluttershy smiled.

"What a piece of art!" Rarity said.

"Heh, Trixie should learn a thing or two from this guy," Spike added.

Octavia and Vinyl were totally astounded. The sorcerer adds more smoke to the butterfly, his arms held in the air. The mouse, who was emptying the buckets into the cauldron, watched his master conjure his magic with equal astonishment. The butterfly stays in the air for a few more seconds, until the sorcerer tears it apart into a million colorful pieces. He forces them back into the skull causing a huge flash of blinding light. The ponies, dragon, cricket and even the mouse had to shield their eyes from the light.

"Wow!" Spike gasped.

Satisfied with his work, the sorcerer held a hand in front of his mouth and yawned. He takes off his hat, placing it on the table. The hat began to glow, while the sorcerer approached the stairs.

"Why'd he just leave his hat out in the open?" Rainbow asked, quietly. "Some pony could easily steal it!"

"I don't think the sorcerer would be so dumb to let any pony into his house," Rarity said.

"Uh, _we_ came in his house," Jiminy points out.

"Oh… Right," Rarity realized. "But to be fair, the doors opened by themselves. I don't believe they would've opened for any pony if they thought we'd steal anything."

"Rarity's got a point," Twilight agrees. "It's like we were… _Invited_ to come inside."

As the sorcerer climbed the stairs to his chambers, our heroes slowly approach the stairs watching him leave.

"What do you think, Twilight?" Applejack asked. "Think we should ask him?"

"He looks pretty tired from his work," Twilight observed. "Maybe we should leave him alone."

"But if he can't help us, how will we find that sheet music?" Vinyl asked.

"I don't know," Rainbow said. "I say we search the entire tower; I can do it in ten seconds flat."

Rainbow was about to fly when Twilight caught her tail with her magic.

"Hold it, Rainbow. Wouldn't that wake the sorcerer?"

"I'll be quiet," Rainbow insists.

"You _can't_ be quiet when you fly very fast!" Twilight argued, annoyed.

"Like _you_ could do it?!" Rainbow argued.

"Girls, I hate to interrupt," Fluttershy interrupt. "But didn't Deems say some pony else lives here?"

Every pony began to think until…

"Excuse me!"

A voice scared the Equestrians out of their wits, making them scream. They quickly turn behind them and what they saw was not what they expected. It was the mouse who had been watching them the whole time.

"Whoa, whoa!" The mouse said, holding out his arms. "Easy there, fellas. I won't harm you."

The Equestrians were totally surprised the mouse could talk.

"Sorry about that," He said, sheepishly. "Didn't mean to scare ya."

"You… You… You're a mouse," Octavia said, wide-eyed.

"Why yes, I am a mouse," The mouse replied. "Did you expect a talking cricket?"

"Funny you should say that."

Now it was the mouse's turn to be surprised when he saw Jiminy Cricket hop in front of him. Not only was he face-to-face with talking ponies and a dragon, but an actual talking cricket.

"Talking ponies, a dragon and a talking cricket?" The mouse observed. "Gosh, this is quite an unexpected series of events."

"Oh my," Fluttershy smiled, staring. "An actual talking mouse."

"And a big one too," Vinyl added.

"You… You have hands instead of paws," Twilight said, looking at the mouse's hands.

"Aww, and those ears are so cute," Fluttershy said.

"Gosh, thanks," The mouse blushed. "But, uh, who are you?"

"I'm Twilight Sparkle, the princess of friendship," Twilight answered.

One by one, every pony introduced themselves.

"Ah'm Applejack."

"Name's Spike."

"Rainbow Dash.

"Octavia Melody."

"I'm Fluttershy."

"I'm Vinyl Scratch, though I'm mostly known by my stage name: DJ Pon-3."

"I'm Rarity, or 'Miss' Rarity if you prefer."

"I'm Pinkie Pie and I'm so happy to meet you!"

"Cricket's the name, Jiminy Cricket," Jiminy concludes, with a bow.

"Those are funny but nice names," The mouse chuckled. "It's very nice to meet ya. I'm Mickey, Mickey Mouse."

"Nice to meet you too, Mickey," Twilight said, shaking his hand.

"I've never seen ponies like you before," Mickey said, curiously. "Let alone unicorns, pegasi, a dragon and a talking cricket all at once. Where are you from?"

"We're from a land known as Equestria," Twilight answered.

"Equestria?" Mickey asked. "Name doesn't ring a bell."

"That's because Equestria can't be found in this world," Twilight answered.

"You mean… You're from another world?" Mickey asked, surprised.

The ponies nod in unison.

"Amazing!" Mickey said.

"Actually, my pony and dragon friends are from Equestria," Jiminy explains. "I come from an Italian village in a different world."

"Jiminy decided to come with us after we helped him, Geppetto and Pinocchio," Applejack said.

"Geppetto is an old clockmaker," Spike explained. "Pinocchio is a puppet that magically came to life and became Geppetto's son."

"Incredible!" Mickey said. "But if you're from another world, how did you get here?"

"Well, it all started when Spike found a magic storybook which serves as a portal to all kinds of worlds," Pinkie explained, with a smile. "We first arrived in an orchestra stand and went inside a songbook that brought us to this tower."

Mickey nodded while he listened.

"What's a mouse like you doing in a place like this?" Vinyl asked.

"I'm a sorcerer's apprentice," Mickey answered.

"You're the apprentice?" Twilight asked, surprised.

"_The mouse_ is the apprentice?" Rainbow asked, similarly.

"You betcha," Mickey nodded. "I'm learning to be a great sorcerer. I'm surprised Master Yen Sid didn't notice you."

"Master Yen Sid?" Twilight asked, looking up the stairs.

"Yup, he's one of the most powerful sorcerers in the world," Mickey explained. "He's my tutor in the art of magic."

"Cool!" Spike said.

"Oh, but where are my manners?" Mickey remembered. "Can I fetch you something to drink? I can make hot dogs if you're hungry. Hmm… No, you're probably vegetarian. I think we can leave that one out."

"What are hot dogs?" Twilight asked.

Jiminy jumped on her shoulder, whispering in her ear as Twilight nodded understandingly. Suddenly, her eyes went wide when she heard what hot dogs are made of.

"Oh… Yeah… Something to drink would be nice."

"Do you have any cider?" Rainbow asked.

"I could look around," Mickey said, fetching the drinks. "Just sit at a table and I'll be back in a jiffy."

After a few minutes, Mickey offered every pony at the table a drink. In the meantime, they discussed various things, about Equestria, what they do for a living and even the cutie marks Mickey was interested in.

"How long have you been an apprentice, Mickey?" Spike asked.

"About two weeks," Mickey replied. "Actually, I haven't always been an apprentice. Up till now, I've done lots of things. Why, back when I was a tailor, I saved a village by fighting a giant on my own."

"Whoa!" Every pony said, amazed.

Mickey takes out his wallet from his pants pocket. Opening it, a series of photos, attached to each other, came out. The first photo showed Mickey wearing a hat and steering a wheel. One of the troubling things for Rainbow was that the photo had no color whatsoever.

"Why is the photo black and white?" She asked.

"Oh, that's old," Mickey answered. "I was captain of a river steamboat… Okay, I wasn't really the captain. We used it to pick up cargo from various towns. Good times!"

Mickey next showed a photo of him dressed as a band conductor, along with various animals dressed as band members.

"This was from the time I performed a band concert in a park. We had a bit of trouble with a tornado. But in the end, everything went well… Kind of."

"Oh my!" Fluttershy said, hearing of the tornado.

The next photo showed Mickey along with a duck and some kind of dog rescuing a cow in a bathtub.

"This was from when I joined the fire brigade and an entire hotel was on fire. Luckily, we managed to save everyone although we had a bit of trouble with one of the guests who didn't know the house was on fire. After we rescued her, she sued us for invasion of privacy and kidnapping. But once we told the judge the entire truth, we got away with it."

"Seriously?" Rainbow questioned. "That cow sued you even after you rescued her?! Some gratitude."

"Who are that duck and that dog?" Octavia points out.

"They're my best pals: Donald and Goofy," Mickey said. "We've been through so much together."

The next photo showed a lady mouse with a bow on her head and a yellow dog.

"Who's that?" Twilight asked, pointing to the girl.

"That's my girlfriend, Minnie," Mickey replied.

"Oh, we got ourselves a lover boy," Applejack teased.

"What a lovely name," Rarity replied. "How did you meet her? Don't leave any details, darling."

"Well, I first tried to impress her when I offered her a flight on a plane," Mickey said, scratching the back of his ears. "It didn't work out very well. I met her again on the steamboat when her sheet music was swallowed by a goat. But I managed to make her happy by playing some music. Pete, who was the captain that day, forced me to peel potatoes and I never got a chance to see her again. Then many days later, I rescued her from drowning in the ocean. She called me a hero and ever since that day we pretty much have been engaged."

"Wow!" Spike said, silently.

"That's so romantic," Rarity sighed.

"Who knew a mouse could be a hero too?" Rainbow replied, impressed.

"More like a superhero!" Pinkie added, posing with a red cape.

"Aww, what a cute little dog," Fluttershy said, looking at the dog.

"That's Pluto," Mickey said. "He's my best pal."

"I'd love to see him some day," Fluttershy said.

Meanwhile, Pinkie flipped through all of Mickey's photos.

"Wow, you've sure done a lot!"

Eventually Mickey folds the photos back in his wallet, closing it and places it back in his pocket.

"I sure did," Mickey replied. "As far as how I got here, I went through a mirror in my bedroom and the rest is history. I never saw a place like this before. Then one thing led to another before Master Yen Sid found me. I expected a punishment, but to my surprise he took me under his wing as an apprentice. The only reason he claimed was that he saw something in me."

"Amazing!" Twilight said. "Our ruler, Princess Celestia, saw something in me too! I became her student, then a Princess many days later… Wait!"

Twilight's eyes went wide when Mickey mentioned a mirror.

"A mirror… In a bedroom? You mean you're from a different world than this one?"

"Well… Kind of," Mickey said, shrugging.

"Are you truly a mouse?" Twilight asked further. "Or were you something else?"

"I've always been a mouse," Mickey answered. "What makes you think I'm not?"

"Oh, you have to forgive Twilight," Pinkie explained, smiling. "She thinks your magic mirror works the same as our mirror. Ours being a gateway to another world where our human counterparts live."

"Human… Counterparts?" Mickey asked, wide-eyed. "Gosh…"

"Pinkie, I think your talk about the mirror might be too much for him," Rainbow said.

"Oops, sorry," Pinkie said, sheepishly.

"Oh no, no, no! That's alright," Mickey said, coming to his senses. "It's just a lot of new things to take in."

"So, what have you learned here so far?" Twilight asked.

"Eh, just some simple spells like floating objects and changing teardrops into dewdrops," Mickey replied. "Master Yen Sid says I'm not ready for the serious sorcerer stuff. I've wanted to learn more because I want to be a great sorcerer one day. But he says I need to be patient and had me doing chores for him since. Nowadays I'm mostly filling the cauldron with water over there."

"Well, that sounds good," Applejack said. "So long as it keeps ya busy, while your master works his magic. If you keep doing a good job and do as your told, you'll be a great sorcerer in no time."

"I guess so," Mickey nodded, when his eyes widen. "Or maybe… I can _prove_ myself to him!"

"What do you mean?" Twilight asked.

"I mean I'm tired of doing all those chores," Mickey said. "I want to try real magic like you, Twilight, and prove myself to Master Yen Sid."

"Well, that sounds ambitious," Twilight replied. "I don't know…"

"Now wait just an apple pickin' minute," Applejack interrupts. "You can't perform magic without your master's permission."

"Applejack's right," Jiminy agreed. "Wouldn't he get mad?"

"Ah, I'm sure he'll be proud once he sees how good I am at magic," Mickey said.

"Sounds just like Starlight," Spike muttered.

"Come on, fellas," Mickey insists. "Wouldn't you do the same?"

"Ah sure wouldn't," Applejack said.

"Me neither," Fluttershy shook her head.

"I do!" Pinkie raised her hoof.

"Pinkie Pie!" Rainbow said.

"What? It's fun!"

"Now son, I don't think that's a good idea," Jiminy said. "You really should continue your chores and not fool around with your master's advice."

The others were still taking Mickey's offer under consideration, when Twilight stepped in.

"I honestly don't think it's a good idea, Mickey," Twilight said.

Mickey silently looked down on the floor disappointed. But seeing this, Twilight felt pity for the little guy.

"But… _Maybe_ you can show a 'tiny' sample your master taught you."

"Really?" Mickey said, happily. "I can do one of Master Yen Sid's greatest magic tricks so far. Let me show you!"

Mickey ran toward his master's table, as the Equestrians watch him grab Yen Sid's magic hat.

"I don't have a good feeling about this," Applejack said.

"Don't worry, fellas," Mickey assures. "I've seen him do this trick many times!"

As he placed the magic hat over his head, the glow faded. His ears helped hold the hat in place. This was the moment Mickey was waiting for and he couldn't be any happier.

"Oh, boy. I always wanted to wear Master Yen Sid's hat."

"You sure look good with it, Mickey," Pinkie said.

"I think it's lovely too," Fluttershy agreed.

"But, why do you need his hat?" Twilight asked.

"Master Yen Sid _can_ perform magic without it," Mickey explains. "But most of the magic comes from this hat. Besides, I need it for the spell I want to use. Now what shall I use to…"

Mickey looks around till he finds what he needs, giving his most serious sorcerer look while folding his arms. Both the mouse and our heroes focus their gaze on an old broom alone in a corner.

"What exactly is this spell you're going to use?" Vinyl asked.

"You'll see," Mickey said, rolling his sleeves.

Mickey waves his hands in different directions, stretching them toward the broom a few centimeters away from him. Our heroes were confused while their new friend stretches his hands toward the broom. But then they noticed the broom glowing, even twitching.

"Is he lifting that broom?" Rainbow asked.

Twilight observed the scenery very closely.

"No… I think he's trying to make it… Come alive!"

Every pony looks at her, then toward the broom. Mickey stretches his hands a few times till he holds them in position. He focuses all his magic onto the broom, wiggling his fingers while the broom glows and moves. After a few seconds of focus, the broom takes one leap toward Mickey and the Equestrians, creating a blinding flash of light doing so. Mickey beckons the broom to come closer with his hands. The ponies, dragon and cricket kept watching as the broom drew closer toward the mouse and two buckets.

"Is it really…?" Rainbow asked, wide-eyed.

"It can't be," Applejack said, in disbelief.

"But it is," Twilight said, amazed.

When the broom was close enough, Mickey used his magic to give it two arms with hands. The broom picks up the two buckets on each side of it surprising the Equestrians. Mickey begins to stomp his feet on the ground while the broom did the same.

"You," Mickey said in his best sorcerer voice, pointing at the broom. "You… Broom there. Follow me!"

The broom obeyed and followed him. Our heroes could hardly believe their eyes, not only was the broom actually alive but it moved. All of them, especially Twilight and Rainbow, stood paralyzed.

"Come on, fellas!" Mickey said to his Equestrian friends. "This way!"

Mickey lead the way with the broom close behind. The Equestrians shook off their daze and followed Mickey.

"A living broom?" Jiminy said. "Now I've seen it all!"

"I can't believe he did it," Rainbow said, flabbergasted. "Maybe he is good enough to be a great sorcerer."

"Ah still don't agree to let some pony…" Applejack stopped and corrected herself. "Or _something_ do all the chores for him. But, ah'll admit, ah'm mighty impressed with that trick."

They follow Mickey and the broom up the staircase which, strangely enough, led outside. Walking up the stairs they reach a fountain stuck to a wall. The fountain, from which water came out, was shaped like the head of a crow. Mickey, the Equestrians and the broom stop at the fountain.

"Now fill the buckets with water," Mickey commanded the broom.

The broom obeys, filling two buckets loads of water.

"Astounding!" Octavia said. "It does everything Mickey says without trouble."

"I could use a broom like that!" Rainbow said. "I won't have to clean the barracks at Wonderbolt Headquarters."

"We sure could use a broom like that, huh Twilight?" Spike said. "To clean the rooms and even help with your books?"

"I'm not sure," Twilight shrugged. "I'd rather organize my books on my own. But I'll think about it."

When the broom was done filling the buckets, he follows Mickey and the Equestrians back inside. They walk down the stairs toward the cauldron.

"Now fill the cauldron with water!" Mickey commanded.

The broom did exactly what Mickey said, without spilling a drop.

"It's still obeying his every command!" Jiminy said.

"Huh, maybe it was a good idea after all," Applejack admits.

When the broom finished emptying the buckets, he follows Mickey again while the mouse hops backward with glee. Pinkie and Spike couldn't help but join in. Mickey led the broom up the staircase while the Equestrians wait at the bottom. Mickey shows the broom the fountain again and the broom hops toward it to refill the buckets. This was more than he could have hoped for, his moment to shine. He was so happy that he… Well… Danced? He held his robe out like a girl coming down the stairs, the Equestrians couldn't help but giggle.

"Someone sure is happy," Rarity said.

Mickey danced around a few big jars, with Pinkie and Spike dancing along. They dance for a few seconds till Mickey sits in his master's chair. The broom returns with full buckets of water and strolls toward the cauldron, accidentally spilling a few drops. While it walks past Mickey and his new friends, the mouse waves his hands side-to-side like he was listening to music. The Equestrians couldn't help but move their heads to the unknown beat. The broom empties the buckets again and marches toward the fountain while every pony watched.

"So far, so good," Spike said.

"I can't believe I did it!" Mickey smiled. "My first time doing a spell that brings objects to life! Real magic! Now Master Yen Sid will be so proud he has to make me an official sorcerer. Maybe he'll give me my very own sorcerer hat."

"Now don't get too excited," Applejack said. "We need to know what his master thinks of this."

"Who knows? Maybe he'll agree," Rainbow replies, placing an arm around Mickey. "In my opinion, Mickey totally deserves it."

"Thanks, Rainbow Dash!" Mickey said.

"Well, we'll see," Applejack replied, still unsure.

It was then Mickey began to yawn, his eyelids starting to close.

"You know, all those magic tricks and chores make me very sleepy.

"Now that you mention it," Vinyl yawned. "I'm pretty sleepy too."

"Yeah… Me too…" Rainbow yawned.

"We have been busy all day we didn't get a chance to rest," Twilight said, sleepily. "I don't think it'll hurt to get a little sleep for a… Few… Minutes…"

"Agreed," Spike yawned.

The other ponies and even Jiminy felt tuckered out themselves. They slept near the chair, making themselves comfortable and closed their eyes. Sleep took over them as they made a trip to Dreamland. At this moment, Twilight opens her eyes and to her surprise, she wasn't in the tower. She was lying on a rock near a rock pinnacle. As she looked around, she saw nothing but water and the star-filled sky. But she wasn't the only pony there.

"What is this place?" Octavia asked.

"Did we end up somewhere else without knowing?" Applejack asked, looking around.

"No, we just fell asleep," Twilight answered. "I think we're dreaming."

"Well, this is an interesting place," Jiminy said, looking around.

Twilight looked toward her friends, seeing someone missing.

"Where's Mickey?"

"I don't know," Jiminy said, looking around. "I thought he'd be here too."

"Found him!" Pinkie yelled, pointing at the top of the pinnacle. "Up there!"

Every pony looks up and sees Mickey pointing at stars. The stars begin to sparkle and shine with bright lights. He turns around, pointing to more stars and making them sparkle too. It was like he was putting on a light show.

"Ooh… Sparkly," Pinkie said, her big eyes toward the sky.

"What's with the light show?" Rainbow asked.

"I think we're in _his_ dream," Twilight concludes. "He's dreaming of being a great sorcerer."

Then Mickey did something extraordinary: He motions with his hands to summon a swarm of comets flashing through space. He did the same toward the other side, while the Equestrians stood amazed.

"Wow!" They all said.

"Incredible!" Octavia gasped, wide eyed.

"Isn't he the most magical sorcerer?" Pinkie said. "I mean, the most sorcerous magician?! I mean…"

"He's enchanting!" Rarity replied.

"Oh… That's a good one!"

Pinkie watched the comets spin around Mickey. She twisted her neck, like it was made of rubber, round and round till she couldn't breathe and let her body twist back. Her eyes roll around and around from that experience. Jiminy saw the whole thing, surprised at what Pinkie can do in what is logically impossible. He rubbed his eyes to make sure he wasn't seeing things.

Meanwhile, Mickey was putting quite a show making comets flash and shine bright to the left, to the right and everywhere in between.

_If Princess Luna could see such an experience, she'd be tickled pink._

Within the dream realm, the comets flash everywhere and zoomed close to Mickey. He looks up, jumps and gave one clap with his hands causing the comets to collide against each other turning them into sparkling dust. Mickey wiggled his fingers downwards causing the dust to fall into the sea.

"This is simply beautiful," Rarity admired.

Mickey waves his hands side-to-side till he turned toward the sea. He used one hand to draw the water close toward the rock pinnacle, particularly the one Twilight and her friends stood on. The wave broke and splashed against the rock, going all the way up to Mickey. The waves splash onto our heroes, making them soaking wet. They coughed the water out of their throats.

"Isn't he going a bit too far?" Vinyl asked, adjusting her glasses.

Mickey made more water rise toward him, four times exactly, as clouds appeared in the sky. Mickey used his hands to control the clouds and make them collide against each other. Thunder and lightning shook the sky, causing Fluttershy to cower a little. Mickey caused the clouds to make more thunder while the waves kept creeping toward Mickey. Water splashed over the Equestrians, drenching them wet.

"Should we tell him to stop now?!" Rarity asked, her mane covering her face.

But before some pony could answer, they felt themselves leave Mickey's dream. Back at the tower, every pony was still asleep. But something wasn't right: They open their eyes and saw they were surrounded by water. The entire room was flooded.

"What the…?" Rainbow quickly woke up. "EVERYPONY! WAKE UP!"

Every pony woke up, and some rolled right into the water, gasping as if they were gonna drown.

"What in tarnation is going on here?!" Applejack said, in surprise.

"Hey, I had _nothing_ to do with this!" Spike said.

"It's not you, Spike," Twilight said. 'The water must have come into the tower while we were sleeping."

"Phew!" Pinkie said. "Any closer and we'd be goners."

But where did all this water come from?" Octavia asked.

"Um… Bad plumbing?" Vinyl guessed.

Spike turned toward the cauldron; his eyes widen in shock.

"Guys, I think I found the answer!"

Every pony turned toward the cauldron and gasped in horror. The broom was still filling the cauldron and it's now overflowing with water. The worst part: The broom didn't stop. Then they turn to Mickey, who was still dreaming while waving his hands. Rainbow flew toward Mickey, shaking him awake.

"Wake up, Mickey!" Rainbow shouts. "Come on, wake up!"

Mickey stirred and dropped into the water. He rose up with a surprised look on his face.

"Hey, w-w-what's going on?"

"Look!" Rainbow points out.

Mickey turns and looks shocked as the broom was overflowing the cauldron with water.

"I knew this was a bad idea!" Applejack said.

"Oh no!" Mickey gasped, running toward the broom. "Hey! Stop! STOP!"

Mickey fell into the water but got back up. The amount of water in the room made it difficult to run.

"Come on!" Rainbow ushered. "We must stop that broom!"

Rainbow flies toward the broom as it came back down the stairs. Mickey stood in front of it holding his hands forward.

"HALT!" Mickey yelled.

But the broom didn't listen and bumped into him, causing Mickey to fall into the water while the broom walked over him. Rainbow flew in front of the broom next.

"Hey, splinters for brains! Aren't you listening? He said…!"

But the broom bumped into her before she could finish and fell into the water. She quickly stood up and held onto one of the buckets.

"STOP!" She finished.

But nothing Dash did help. The broom kept walking and she got pulled along while clutching the bucket. Mickey quickly comes to her aid, grabbing the other bucket but the broom was just too strong. It empties the first bucket along with Mickey into the cauldron, then threw the second one splashing the water against Mickey and causing Rainbow to fall inside. The broom made for the fountain again, till Twilight wrapped her magic around it. But even caught in her magic field, the broom kept moving. Twilight struggled to hold back, when somehow the broom freed itself from her magic and ran towards the fountain.

"How is that possible?!" Twilight asked.

"We'll figure it out later," Applejack said, running up the stars. "We gotta stop that broom!"

"I don't think it'll stop until it's finished," Vinyl said.

"Or _we're_ finished!" Octavia said, frightened.

The broom ran fast as every pony watched from the opening.

"It's no use," Jiminy said. "No matter what we try, that broom won't stop."

"It's stuck in a routine that could go on forever," Applejack said.

"What do we do now?" Fluttershy panicked.

Suddenly, Mickey saw an axe stuck to the wall. He grabs it, rolling up one of his sleeves.

"Mickey, what are you doing?" Octavia asked, seeing the axe.

"Stay back, everyone," Mickey said. "Things are going to get pretty nasty."

Mickey ran towards the broom, while every pony watched. The shadows of the broom and Mickey could be seen on the wall. Mickey chops the broom very hard with the axe, splitting it in half. Then he gave another chop and another and another, chopping it to pieces. The Equestrians stare wide-eyed and slack-jawed at their friend's reckless behavior, some wouldn't dare look.

"Oh my," Rarity said, her hoof against her mouth.

"Heavens to Betsy!" Applejack said.

"Sweet Celestia," Spike said, who wasn't supposed to see that.

One last chop with the axe and Mickey left the broom as a pile of splinters. Everything was quiet, very quiet. He discards the axe, walking back to his equine friends exhausted breathing heavily. He shuts the door, sitting on his hindquarters. The tip of his hat was crooked, falling over his eyes as Mickey held it back up.

"Phew," Mickey said. "That was close!"

"Are you alright?" Vinyl asked.

"I'm… Fine," Mickey said, breathless.

Mickey tried to catch his breath when she noticed Applejack looming down with a stern look.

"Gosh, I guess I'm not a great sorcerer after all," Mickey said, sadly.

"Ya guess?" Applejack said, eyebrow raised. "Ah told you this was a bad idea and look what happens!"

"Now don't be hard on him, Applejack," Rarity said. "He just wanted to make his master proud."

"No, she's right," Mickey said. "I did go too far, I'm sorry. I should've listened and finish the chores on my own."

"Well Ah'm glad ya learned your lesson," Applejack said, approvingly. "To show you we truly care about you, we'll help clean up the water."

"Gee thanks, fellas," Mickey said.

"I'll search for mops," Pinkie said.

"And I'll look for more buckets," Spike added.

But little did they know, the wood splinters began to move. As if it couldn't get even scarier, each splinter shifts into a full-grown broom with arms and buckets. Now, an entire army of brooms march toward the door. Every pony was just going downstairs to clean up, when they heard strange noises. Mickey was the first one to stop.

"Hey, fellas," Mickey said. "Do you hear something?"

"Hear what?" Applejack asked.

"I hear it too," Fluttershy said.

"You mean you hear that ominous music in the background too?" Pinkie asked.

They face each other confused, then turn toward the door.

"It's coming from over there," Spike pointed.

"You don't suppose…" Vinyl began.

Both Mickey and Rainbow ran towards the door, opening it. They take a peek and their eyes widen with horror. Rainbow turns toward her friends.

"Girls, we got a problem," Rainbow gulped. "A very _big_ problem!"

"What's going on?" Octavia asked.

"There's an army of brooms on the other side!" Mickey shouts.

"WHAT?!" Every pony screams.

"Chopping the broom to pieces must've caused it to multiply!" Jiminy theorized.

"Quick! Close the door!" Rainbow shouts.

Together, Rainbow and Mickey sealed the door. But the door began to budge. Mickey and Rainbow pushed as hard as they could, but that didn't help.

"A little help here please!" Rainbow shouts.

Every pony ran toward the door, trying to hold it shut. They push with all their might while the brooms try to come out.

"They're too strong!" Spike grunts.

"Don't let them out!" Twilight groans.

Suddenly, with one hard push, the door burst open and our heroes fell on the floor. The brooms marched over them, each of their steps kept our heroes on the floor. Jiminy hopped around trying to avoid being crushed.

"Hey! Look out! Watch where you going, you oversized twigs!"

Fluttershy grabs Jiminy, protecting him from the broom's steps. They all march toward the cauldron and filled it, overflowing it again. Every pony walked down the stairs and watch in horror.

"This is a disaster!" Twilight panicked. "There's too many of them and they won't even listen. Even if we destroy them, more keep appearing! It'll go on forever and ever!"

Mickey jumps into the water, grabbing a bucket.

"We have to get rid of the water; everybody grab a bucket!"

Mickey fills the bucket with water and hurls it out a window. The others grab a bucket trying to help Mickey. Pinkie threw the water out the window unnaturally fast. The brooms threw water in various directions, while our heroes keep trying to get rid of it. But each time they throw water away, the brooms threw more until the whole room is filled. The water came close to the window, as Mickey and the Equestrians still try to get rid of it. Suddenly, they realized they were all underwater trying to hold their breath so they wouldn't drown.

The water began to swirl round and round until it became a whirlpool, forcing our heroes to spin around before bringing them to the surface. They pop out, swirling around the whirlpool, screaming.

"AAAAAAAAH!" Twilight screamed.

"HEEEEEELP!" Mickey screamed.

The brooms filled their buckets again and went underwater. Mickey and the Equestrians swam towards a big book and two tables. Mickey climbed onto the book, while the others piled onto the tables. The brooms keep filling the room with water non-stop.

"Mickey, your spell is going completely out of control," Twilight said. "Look in the book and see if you can find the counter-spell!"

"On it!" Mickey said, skimming the pages.

Vinyl reached for Octavia, who was still in the water.

"Climb on, Tavi!"

"Thank you," Octavia said, climbing the table and hugging Vinyl.

"Of all the worst things that could happen today," Rarity wailed. "This is the… Worst… Possible… Thing!"

"I hate to say I told you so, Mickey," Applejack said. "BUT I TOLD YOU SO!"

"Will you please let him concentrate?!" Twilight freaked out. "Mickey, have you found something?"

"I'm trying! I'm trying!" Mickey said, feeling the pressure.

Mickey searched through all the pages, even licked his thumb to search faster.

"Love potions, no. Werewolves? No. Transfiguration spells? Absolutely not. Oh, I gotta keep searching!"

The brooms hurled water toward every nook and cranny. They even filled the cauldron underwater, releasing bubbles from the buckets. Suddenly, the water beneath our heroes formed another whirlpool spinning them around.

"Hold on, every pony!" Twilight shouts.

"Wah!" Octavia screamed, as Vinyl held onto her.

"I HATE EPIC ADVENTURES!" Rarity wailed.

The others scream as well, while the brooms kept filling the room with water. The water forced them to several parts of the room and, possibly, the tower. A large amount of water fell from above onto Mickey and the Equestrians, Spike almost slipped off before Applejack reeled him back. Some of them coughed the water out of their mouths. It was like a theme park ride where lives were at stake.

"Aaaaaaah!" Spike screamed.

"Wheeeee!" Pinkie giggled.

"PINKIE PIE!" Twilight screamed.

"Oops, I mean… AAAAAAAAH!"

The water kept coming as they held tightly onto the tables and the book. Suddenly, they swirled around and were sucked into a very big whirlpool making them dizzy before they drown.

"WHOA! WHOA! WHOA! WHOA!" Spike yelled.

"WAAAAAAAAAAAHH!" They all screamed.

"SOMEPONY HELP US!" Rarity yelled as loud as she could.

Just when all seemed lost, a light burned atop the staircase and there was Yen Sid in his blue robe. He was completely surprised seeing the flooded room. He raised his arms wide in the air, creating large waves and forcing the water away. With each step, he kept raising his arms and more water disappeared. He did it a few more times until all the water was dissolved and all the brooms disappeared, except one lying lifeless on the floor.

With the water dissolved, Yen Sid slowly walks down the stairs toward his apprentice and the visitors. They were unconscious at first, until they slowly woke up. Rainbow coughed some water out. Spike stirred and saw himself next to the broom, he yelps and quickly backs into Twilight, who was just coming to.

"Tavi, are you okay?" Vinyl asked, lying beside her friend.

"A little…" Octavia shivered.

"My head!" Rainbow groaned. "Now I know how it feels to be flushed down a toilet."

"OH NO!" Rarity screamed, being a drama queen. "MY MANE IS RUINED! It'll take me days to perfect it again!"

"Rarity… Seriously…" Applejack said, frustrated. "We almost drowned… And you're worried about your hair… AGAIN?!"

"That was fun!" Pinkie said, shaking herself dry like a dog. "Can we do it again?"

"NO!" Every pony shouted, in unison.

"Pinkie, we almost drowned!" Twilight said. "Don't you ever…"

Suddenly, Twilight looks toward the staircase and her eyes widen at the sorcerer coming close to them. Mickey begins to tense up and the others silently watched the sorcerer. When he was close enough, he looms over them with a stern, serious look that made Fluttershy shrink toward his appearance. Even Rainbow was intimidated by his eyes. Mickey picks himself off the floor, approaching his master with a sheepish smile.

"Ha-ha," Mickey waved, nervously. "Hi, master."

But the sorcerer didn't answer, just staring sternly toward him. Mickey sighs, realizing he truly messed up.

"Please, don't blame my new friends," Mickey begged. "They had nothing to do with this, they warned me, but I didn't listen. I only wanted to make you proud, to be a great sorcerer so badly. But I realize making someone else or something else do all the work for you doesn't help you achieve anything. From now on, I'll do exactly what you tell me to do. If there's anyone that should be punished, it's me and no one else."

Twilight and the others admire his honesty and bravery, but Yen Sid didn't say anything. It was hard to read his face.

"So, um…"

Mickey takes off his master's hat, straightening the crooked tip and slowly hands it to his master, who quickly grabbed it.

The Equestrians were a little startled by the sorcerer's action, even Mickey as he chuckled nervously. But the sorcerer's stern look made his smile fade away and the mouse looks on the ground. He sees the broom, picks it up and gives it to him. Yen Sid placed his hat on his head and grabs the broom very quickly startling Mickey. He grabs the two buckets off the floor, showing them with a nervous smile. He slowly tiptoes past his watchful master, who for a moment actually smiles as his apprentice leaves. Mickey stops to look back and return a smile. He tiptoed further when suddenly his master whacked him with the broom on his hindquarters sending him running toward the fountain to finish his chores. With his apprentice gone, he looms his attention over the nervous equines, the dragon and the cricket.

"Now…" He speaks, with a sage-like tone. "As for you…"

"Oh please, Mister, um… Yen Sid, sir," Twilight plead. "He was only trying to do good. We told him he should do the chores himself. Please, don't be hard on Mickey."

Yen Sid didn't answer, just gave the serious look.

"Isn't he going to say something about this?" Rainbow asked.

"Shh!" Applejack hushed.

"It's scary enough when he's not speaking," Spike said, quietly.

"Look, maybe it's best I introduce myself," Twilight said, appealing to Yen Sid. "I am…

"Twilight Sparkle," The sorcerer said. "Yes, I've been expecting you."

Every pony stare slack-jawed at the sorcerer, surprised he knew who Twilight is.

"You… You know who I am?" Twilight asked.

"Yes," Yen Sid replied. "You're Celestia's pupil."

"Whoa, whoa, whoa, whoa!" Rainbow said, flying close to him. "You also know the princess?"

"Your mentor, her sister and I go way back," Yen Sid reply. "Long before even you were born, Your Majesty."

"What?!" Twilight said, wide-eyed.

"Wow!" Everypony said, amazed.

"When I was young as you are," The wizard explained. "I visited many worlds while watching over the balance between light and darkness. One day, I stumbled onto Equestria and there Celestia found me. She took care of me since that day, we even became close friends. We taught each other our ways of magic, and I told her of the countless worlds in our universe. I even met her sister and, of course, their master before I went back to my own. He and I were much alike, I need not tell you since you probably know whom I speak of."

"You knew Star Swirl?" Twilight asked.

"I do," Yen Sid nods, with a smile. "Celestia told me you saved him and the Pillars from limbo."

"She told you that?" Twilight asked.

"But how could she tell you when we only got the book not long ago?" Pinkie asked, bringing up a point.

"We come in contact once in a while," Yen Sid. "She told me everything about you, the things you've learned and achieved and, of course, how overachieving _you_ can be."

The other ponies couldn't but giggle, while Twilight blushed.

"She also told me of the friendships you've mended and fixed. If I'm not mistaken, you, Twilight Sparkle, had no interest in making friends in the first place."

Again Twilight sheepishly smiled, remembering that time too well.

"No matter. Everyone makes mistakes, even Celestia made a few in her day."

Twilight couldn't help but smile, but it turned into a frown.

"But why didn't Princess Celestia tell me about you?" Twilight asked. "When I showed her…"

"Let's just say back in the day, some people, or ponies in your case, weren't used to inhabitants of other worlds," Yen Sid interrupts.

Twilight nods understanding, reflecting their initial interactions.

"I see you've found the mystical Book of Disney in order to be here now."

"Yeah, I found it in the Castle of the Two Sisters," Spike steps up. "But wait! How do you know all that?"

"I know many things, young dragon," Yen Sid answered. "But not _all_. There are things even the stars don't tell me, such as why the book chose to come to your world."

"Are you also a fortune teller?" Pinkie asked.

"Not exactly, Miss Pinkie Pie," Yen Sid answered.

"What _do_ you know about the Book of Disney?" Twilight asked.

"That the book itself was created by a man named Walter Elias Disney. I believe Deems Taylor told you about him."

The ponies nodded silently.

"A long time ago, Disney created many stories and placed them inside the book," Yen Sid explained. "In doing so, the worlds along with all its characters were given life and a purpose. I am one of those characters, Mickey Mouse was his first."

"Amazing!" Octavia said, listening.

"The Book serves as a gateway to worlds hidden far away from your own. But it also possesses great power, one that can be used for both good… And evil. I believe the book chose you, the Elements of Harmony, to protect it at all costs. If fallen into the wrong hands, a great disaster will occur. Should the book be destroyed, the magic, the worlds and all its characters will disappear… Forever."

Every pony gasped, realizing there was more at stake than expected. They've made many friends in various worlds these past few months. Snow White, Prince Florian, The Dwarfs, Pinocchio, Geppetto… The thought of them being destroyed and erased from existence cut like a knife against their back. They could not let this happen nor allow that to happen to anyone in the worlds they've yet to visit.

"Master Yen Sid, you can count on us," Twilight said, determined. "I swear we won't let anything happen to the book or let some pony use it for evil!"

"Uh-huh!" The others agreed.

"I have great faith in you, all of you," Yen Sid said. "Bear in mind that the people you've met in the worlds you visited are just the beginning. There are many great, powerful heroes you've yet to meet who will help along the way. But be wary of those who embrace the darkness. Many of them more threatening than the last. They will do everything to destroy you, even tear your friendship apart."

Yen Sid suddenly stopped and closed his eyes, as if he were in a deep thought.

"Beware Elements of Harmony: A great danger waits for you in the future. You can face it as long as you believe in the light… And in friendship."

"We'll be ready for whatever awaits us!" Twilight said, determined.

"Good," Yen Sid nodded.

"Awesome!" Rainbow said. "I can't wait to visit those other worlds. Whatever danger comes out way, they won't stand a chance against us!"

"It takes more than bravery to face the upcoming threat, Miss Dash," Yen Sid warned. "Remember: The answer lies within your element."

"Does he always have to speak in riddles?" Rainbow asked Rarity.

"Rainbow Dash, hush!" Rarity scowled.

"I may be a DJ, but I'm quite into adventure when I want to be," Vinyl admits. "But I didn't know there's more going on."

"I generally avoid confrontation," Octavia said. "But I'm actually enjoying it."

Yen Sid looks toward Octavia and Vinyl, with a smile.

"I have an apprentice who is a musician herself; a DJ, most of all. Her name is Scout and it would be something should you three ever meet."

"Cool," Vinyl said. "Just sign us up for when that adventure happens, alright Twi?"

"At least a week's notice, I hope," Octavia adds.

"I'll keep that in mind," Twilight assures.

Suddenly, a portal opened behind them leading back to the orchestra stand.

"The portal's open!" Twilight said.

"Well, it was very nice to meet you and Mickey, Mister Yen Sid, sir," Applejack said, tipping her hat. "But we better go now. We still need to do something else.

The Equestrians were about to leave until…

"Aren't you forgetting something?" Yen Sid asked.

The ponies stop and turn to him, thinking it over. Suddenly, Rainbow's eyes widen.

"Ohmygosh, ohmygosh!" Rainbow panicked. "The sheet music; we never found it!"

But then, the sorcerer brought out an orange sheet music from behind his back. He reaches toward Twilight, who takes the sheet music.

"It was with you the whole time?" Twilight said.

"The sheet music are a very unique source of power," Yen Sid answered. "The realms you're about to visit next will be tougher than the previous ones. Be on your guard and, of course, you'll have a conscience to be your guide."

Yen Sid winked at Jiminy Cricket, who was totally speechless. The Equestrians nod understandingly.

"Should you need my help, I will assist you in the art of magic and various things," Yen Sid adds. "In the meantime, give my regards to Celestia and Luna."

"Thank you, Master Yen Sid," Twilight bowed. "We will."

"Good luck, my little ponies," Yen Sid waved to them. "May we meet again."

The Equestrians stepped through the portal one at a time. Once the portal closed, Yen Sid stood alone. He conjures a book in his hand staring at it.

"Hmm…" He thought.

* * *

**The Orchestra Stand**

The orange songbook began to glow, as the Equestrians appear in a flash.

"Ah, you've returned once more," Deems said.

"And with the sheet music," Vinyl said.

Twilight hands Deem the sheet music with her magic.

"Thank you," Deems said, placing the sheet music on the stand. "Tell me: How was your visit with Master Yen Sid?"

"He was amazing, sir," Twilight said. "He saved us from a mistake Mickey made. He even knew my mentor!"

"He does?" Deems asked.

"He said they go way back and how they're kind of alike."

"Only he was WAY more serious than the princess," Rainbow whispered to the rest.

"And how's Mickey doing?" Deems asked.

"Well, he made a mistake to impress his master," Twilight explained. "But everything went alright when he confessed in the end. I can only say he's a great friend."

"It's sad we didn't get to say 'goodbye' to him," Spike said, sadly.

"I know that feeling," Jiminy said. "I just wish we could've told him."

Suddenly, the orange songbook glows again, and, with a bright flash, a familiar face rushed toward them.

"Mickey?" Every pony said, in unison.

"Well, that was fast!" Jiminy replied.

Mickey quickly stopped mere feet from the group trying to catch his breath.

"Hiya fellas. Master Yen Sid wanted me to give you this."

Mickey shows them the book his master conjured earlier. Twilight lifts it up with her magic and skims through a few pages. She almost couldn't breathe.

"Is this…?" Twilight began.

"One of Master Yen Sid's spell books," Mickey said. "It contains some of his best spells, and other things. Consider it a gift, he says you'll need this in the future."

"Thank you, Mickey," Twilight said, teary-eyed.

Twilight and the others embraced Mickey in a hug, eventually releasing after a few seconds.

"You know, I'd love to visit your world someday," Mickey said.

"We'd be delighted, darling," Rarity said.

"Hello, Mickey," Deems said.

"Hello, Mister Taylor, sir," Mickey greeted.

"How do you do?"

"Great! Especially since I've made some new friends. Excuse me, there's someone else I need to talk to… Pardon me!"

Mickey walks toward the conductor's stage where Leopold stood. The mouse pulled his coat to get his attention.

"Mr. Stokowski! Mr. Stokowski!"

The man didn't hear him until Mickey whistled loudly, finally getting his attention.

"My congratulations, sir," Mickey said, offering his hand.

Leopold smiled and shook the mouse's hand.

"Congratulations to you, Mickey."

"Gee, thanks!" Mickey chuckled. "Well, so long! I'll be seein' ya!"

Mickey walked off the stage toward the songbook, as Leopold waved to him.

"Goodbye," Leopold said.

Before he entered the book, Mickey turned toward his equine friends.

"Goodbye, every pony. Got so much to do: Chores to finish, magic to study. Hope I'll see ya real soon!"

"Bye, Mickey," Twilight waved. "See ya soon!"

"Bye!" Every pony said in unison.

Deems, Leopold and the musicians clap for Mickey Mouse, as he enters the songbook.

"I really like him," Jiminy said.

"Me too," Fluttershy said.

"Me three!" Pinkie sighed.

Every pony nodded in agreement, already missing the little mouse. Suddenly, a thought came to Pinkie.

"Hey! Does any pony realize when you read 'Yen Sid' backwards it's spelled 'Disney'?"

Under normal conditions the ponies would be annoyed with Pinkie being random, but actually they thought about what she said.

"Now that you mention it," Twilight said. "It actually does make sense."

"So it's like meeting that Disney feller," Applejack smiled. "In _another_ life."

"Yes-indeedy, A.J.," Pinkie replied. "Yes-indeedy."

And so, our heroes took a well-earned rest before going to the next realm. They took the time to think of what Master Yen Sid said, of the great unknown danger in the future. The only question is: What was it?


	6. The Rite of Spring: Genesis

**Equestria**  
**Canterlot Theater**  
**Many Hours Later**

The audience applauds the last number, even the most sophisticated ponies clapped. After they stopped, Twilight prepared to announce the next number.

"When Igor Stravinsky wrote his ballet, The Rite of Spring..."

Before Twilight could continue, a loud chime drew every pony's attention. Pinkie, who played most of the percussion instruments, accidentally bumped against the tubular bells or chimes and knocked them over. Two musicians helped her put the tubes on the right places of the instruments. The audience and the other musicians couldn't help but laugh.

"Don't mind us, folks!" Pinkie said. "Please continue, Twilight!"

Twilight nods and continues, clearing her throat.

"I repeat, when Igor Stravinsky wrote his ballet, The Rite of Spring, his purpose was, in his own words, to 'express primitive life.' And so Walt Disney and his fellow artists have taken him at his word. Instead of presenting the ballet in its original form, as a simple series of tribal dances, they have visualized it as a pageant, as the story of the growth of life on planet Earth."

The audience began to silently talk among one another as Twilight continues.

"And that story, as you're going to see it, isn't the product of anypony's imagination. It's a coldly accurate reproduction of what science thinks went on during the first few billion years of that planet's existence. Science, not art, wrote the scenario of this picture. I've done a little research myself and apparently, the growth of life on the planet is similar to ours a few billion years ago before Equestria was founded. According to science, the first living things were single-celled organisms, tiny little white or green blobs of nothing in particular that lived under the water. And then, as the ages passed, the oceans began to swarm with all kinds of marine creatures. Finally, after about a billion years, certain fish, more ambitious than the rest, crawled up on land and became the first amphibians. And then, several hundred million years ago, nature went off on another tack and produced the dinosaurs. Now, the name 'dinosaur' comes from two Greek words meaning 'terrible lizard.' And they certainly were all of that. They came in all shapes and sizes, from little, crawling horrors about the size of a chicken to hundred-ton nightmares. They were not very bright. Even the biggest of them had only the brain of a pigeon. They lived in the air and water as well as on land. As a rule, they were vegetarians like us, rather amiable and easy to get along with. However, there were bullies and gangsters among them. The worst of the lot, a brute named Tyrannosaurus Rex, was probably the meanest killer that ever roamed the Earth. The dinosaurs were lords of creation for about 160 million years. And then... Well, we don't exactly know what happened. Some scientists think that great droughts and earthquakes turned the whole world into a giant dustbowl. But later research proved that a giant meteor slammed into the Earth and sadly killed 65% of life. In any case, the dinosaurs were wiped out. That is where our story ends. Where it begins is at a time infinitely far back, when there was no life at all on Earth. Nothing but clouds of steam, boiling seas and exploding volcanoes. So now, imagine yourselves out in space billions and billions of years ago, looking down on that lonely, tormented little planet, spinning through an empty sea of nothingness."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

Our heroes took a well-deserved rest after the whole broom experience in Yen Sid's tower. Pinkie took the liberty of baking cupcakes not just for her friends but for Deem, Leopold and the musicians. They absolutely enjoyed it.

"Mmm… These cupcakes are truly delicious," Deems said. "Thank you, Miss Pinkie Pie!"

"Aww, it was nothing," Pinkie smiled. "I love baking goodies for my friends and every pony."

Jiminy was surely enjoying his cupcake. Of course, due to his small size, he could eat an entire week from it.

"My compliments, Pinkie. This is delicious."

"You're welcome, Jiminy," Pinkie said, turning to Rainbow. "Want a glass of water to wash it down?"

Sure enough Pinkie brought out a glass of water from her mane.

_Where else would she get it?_

"Thank you," Rainbow said, taking the glass.

She just took a sip, when her eyes quickly widen and spat the water back in the cup.

"Wait a minute! Haven't I had enough water for one day?!"

"What do you mean, Dashie?" Pinkie asked, obliviously.

Rainbow Dash raised an eyebrow. It took Pinkie a few seconds before the realization hit her.

"Oooh! Right… The brooms. Sorry."

Pinkie sheepishly took the glass back and sipped the water herself, much to Rainbow's disgust. But she paid no mind, as Pinkie turned to Twilight who was reading the book Yen Sid gave her.

"Whatcha doing, Twilight?" Pinkie asked, between sips.

"Reading a particular spell in Master Yen Sid's book," Twilight said. "It provides an object with infinite space for storage and safekeeping. I'm pretty sure there's a spell like that in one of my books back home."

Satisfied, Twilight puts the book back in her bag and lifts it with her magic.

"Alright, here goes!"

Twilight aims her horn as the saddle bag glows with magic, releasing a big flash of light. Twilight brought the bag toward her, peering inside.

"Hmm… Interesting…" Twilight thought. "Pinkie, give me your saddle bag."

"Okey-dokey-lokey!" Pinkie said, giving her the bag.

Pinkie watches as Twilight drops Pinkie's saddlebag inside her own, sliding it in with great ease. She peers inside.

"Just as I thought… Nothing."

"Where did it go?" Pinkie asked.

Twilight looked inside the empty space. She stuck her hoof inside and felt it immediately. She pulled out the bag and looks at it triumphantly.

"It worked!" Twilight said. "Girls, I've cast a spell that grants our saddle bags infinite space."

"Cool!" Rainbow said.

"Well, what do you know?" Applejack teased. "Now you can take your entire home without using all those pieces of luggage, Rarity."

"Oh, ha-ha-ha!" Rarity mocked. "Laugh all you want."

"You know, Twi, that Yen Sid sure is a great guy," Vinyl said, adjusting her glasses. "You really should thank him."

"I will," Twilight replied, eating her cupcake.

Rarity had been busy making her mane 'fabulous' again after the mess in Yen Sid's tower. A few minutes of combing and looking in a mirror, her hair was good as new.

"Perfect! Just when I thought my mane couldn't be saved."

"You're beautiful, Rarity," Spike complimented. "Actually, the wet mane appearance looked good on you."

"Aw, you're sweet, Spikey-Wikey," Rarity said.

"Are you ready?" Deems asked, approaching the Equestrians.

Rainbow stood up, stretching like a cat relaxing every muscle in her body.

"Bring it on!"

"This way, then," He said.

The others stood up and follow Deems to the next songbook.

"What do you think we're facing next?" Vinyl asked Rarity.

"Hopefully nothing threatening… Or menacing," Rarity shuddered.

"That's where you are wrong, Miss Rarity," Deems said. "Your next search will be more difficult."

"Oh…"

Rarity's mane seemed to deflate like a souffle, already knowing this mission would be dangerous. They stop before a purple colored songbook.

"The next sheet music you need to find is 'Le Sacre du Printemps' or 'The Rite of Spring'," Deems explained. "It was a ballet written by one of the most famous and most important composers from the 20th century: The Russian, Igor Stravinsky. He achieved international fame for three ballets commissioned by the impresario Serge Diaghilev: The Firebird, Pethruska and, of course, The Rite of Spring."

"Ooh!" Every pony said, interested.

"Those ballets must be true masterpieces," Rarity said.

"They certainly were," Deems nodded. "But it wasn't easy for the Rite of Spring."

"What do you mean?" Rarity asked, raising an eyebrow.

"Allow me to explain the story of the Rite first before I tell you what happened," Deems explained. "The story takes place in Russia from a very ancient time, when people did primitive, ritual, tribal dances to celebrate the advent of spring and a young girl is chosen as a sacrificial victim to their gods. The sacrifice involves the girl dancing herself to death."

The Equestrians gasp at that part of the story.

"Good heavens," Jiminy said.

"Oh my," Fluttershy whispered, imagining the image.

"My word!" Rarity said, a hoof over her heart. "Those people are savages! Whoever would come up with a story like that?"

"Only one man: Stravinsky himself," Leopold answered, joining in. "He came up with the idea in a dream. The savage music he used isn't exactly something you would expect to hear in a ballet.":

"So, the story is about some ancient people who dance wildly and sacrifice a young girl?" Rainbow asked. "That's it?"

"Pretty much, yes," Deems nodded. "The ballet premiered in the Théâtre des Champs-Élysées in the year 1913. All kinds of sophisticated people, famous painters and composers were there. When it began, that's when hell broke loose. Some people of the audience began to whistle, shout and even laugh."

"Now that's rude!" Applejack said, disapprovingly.

"Hear! Hear!" Rarity concurred.

"Why would they do that when it just started?" Twilight asked.

"Well, like Applejack would say, some of them were very rude," Deems continued. "Some say the pulsating rhythms of The Rite could be the cause of the outrage. Whether it was the music, the choreography or the dances, to this day nobody knows. Anyway, a riot started between the people who love it and those who hated it. Some of the people were anti-Russian, anti-Diaghilev and anti-Nijinsky. They yelled so loud the performers couldn't hear the music from the orchestra. The choreographer, Nijinsky himself, had to shout the counts and step towards the dancers. But despite that, the performance went on without any interruptions."

"Whoa, that's tough," Vinyl said.

"Those people ruined the ballet for those who loved it," Pinkie said. "How could they ruin 'fun'?!"

"What some people won't do," Jiminy shook his head.

"Every pony's a critic," Spike agreed.

"But overall, a success," Deems continued. "Different opinions were given about the ballet. After it's premier, the Rite of Spring had four more performances in Paris and three in London until Diaghilev dropped it from the repertoire. In the 1920's Nijinsky's choreography was replaced with another."

"Wow, that's some history," Vinyl said, interested.

"Ha! For eggheads," Rainbow remarked.

"I hope I never make music that causes a riot," Octavia said, worried.

"Well, Miss Octavia," Deems said, comforting Octavia. "Let's say some people, or ponies in your case, need to get used to new music. Today, the music is better understood by the people. After all, Stravinsky's purpose with the Rite of Spring was, in his own words, to express primitive life. So, Walt Disney and his company decided to take him at his word. Unfortunately, you won't see any tribal dancers in this realm. Much like The Nutcracker Suite realm, it'll be very different as the realm shows you the growth of life on Earth."

The Equestrians face each other with interest and wonder.

"Speaking of which…" Vinyl began.

"Are you saying we're going to see how… Your planet existed?" Applejack asked.

"Oh yes, Miss Applejack," Deems nodded. "But to get to the planet, you'll need to fly through space first."

"Um… Metaphorically?" Rarity asked.

"_Literally_," Leopold answered.

The moment Twilight heard that, she couldn't breathe properly.

"We… Are going… In space?" She said, between breaths. "Actual space?! With planets… Stars… And asteroids?!"

"Yes," Deems nodded.

"This… Is… AMAZING!" Twilight said, excitedly. "We are actually going to fly through space! We can learn about the stars! The planets! EVERYTHING!"

"Didn't we _technically_ fly through space to other world?" Spike asked.

"Those were portals, Spike. You can't actually _breathe_ in space."

"Because otherwise our heads would pop like balloons!" Pinkie smiled.

She notice every pony cringing at such a graphic image.

"Oh… Wait! That's not good, is it?"

"Mr. Taylor, how was life throughout time?" Twilight asked.

"Well, according to science, the first living things were called single-celled organisms that lived underwater," Deems explained. "Then as billions of years roll by, the oceans began to swarm with all sorts of marine creatures, from soft-bodied jellyfish to armored trilobites to primitive fish. Then around 375 million years ago, certain fish, more ambitious than the rest, crawled up onto dry land to become the first amphibians. Then about 50 million years later, nature went on to produce the reptiles, the most popular of all having appeared 100 million years later: The Dinosaurs, which soon ruled the land while their relatives rules the sea and sky."

"Wow!" Rainbow asked, pausing. "Uh, what's a dinosaur?"

"I can answer that," Jiminy stepped in. "In 1842, a man named Richard Owen thought the fossilized bones discovered in England belonged to a group of reptiles called "Dinosauria" which means "terrible lizards" in Greek. They range in a wide variety of shapes, sizes and color from small creatures, the size of a raven, to titanic beasts weighing about 100 tons!"

Now the Equestrians were more invested in this subject.

"You mean they were similar to… Dragons?" Fluttershy asked, worried.

"Don't worry, Fluttershy," Jiminy said. "The majority of them were peaceful plant eaters."

"Phew, that's good," Fluttershy sighed in relief.

"However, there were predators that live among them," Deems points out. "The worst of them all was a brute called Tyrannosaurus Rex, probably the meanest killer that ever roamed the Earth."

"Oh my," Fluttershy shuddered.

"So, what happened next?" Twilight asked.

"The dinosaurs were lords of the earth for over 160 million years," Deems answered. "Until they suddenly went extinct."

"That's not good," Spike said.

"You mean… They're no longer alive?" Fluttershy asked.

"In a sense… Yes," Deems nodded.

"Why?" Twilight asked. "What happened to them?"

"We don't exactly know what happened," Deems explained further. "Some scientists believe great droughts and earthquakes turned the whole world into a gigantic dust bowl. Others believe an asteroid, measuring six miles, slammed into the Earth sending a huge cloud of dust that blocked out the sun, lowered temperatures and threw the natural order out of balance."

"So, whatever the cause is, the dinosaurs were wiped out?" Twilight said.

"Indeed," Deems nodded. "However, your task begins infinitely far back when there was no life on Earth at all. Nothing but steaming clouds, boiling seas of molten rock and exploding volcanoes."

Suddenly, every pony's eyes widen. Some of them even groaned.

"Why does it always have to be so difficult?!" Rainbow groaned, annoyed.

"Then it would be an adventure, silly-willy," Pinkie said. "Merely a gaggle of friends wandering about."

"And that's a _bad_ thing?" Spike asked.

"It'll be very difficult indeed," Deems confirms. "When you reach the Earth, there will be no oxygen. I'd advise you to wear these."

Deems presents ten astronaut outfits to fit them to wear. Strangely enough, each outfit had their cutie marks, symbols on the chest and matching colors of their coat.

"Wow!" Rainbow said, holding one. "Now that's awesome!"

"What do you know?" Jiminy said, taking one. "And just my size, too!"

"You're probably wondering where I get these pony clothes from," Deems implied.

"The Writer?" Pinkie asked.

_Oh, come on, I can't do "everything"!_

"Not exactly, Pinkie," Deems shook his head. "To answer the question, Master Yen Sid gave me these during your travels through the forest of the Nutcracker Suite. He insisted these would come in handy later and now is your moment."

"Looks like Master Yen Sid really cares for your safety," Leopold adds.

"Okay, now we _really_ need to thank him for sure," Vinyl said.

Twilight couldn't help but smile, seeing the similarities between Yen Sid and Celestia. It's like having a second mentor watching her. The Equestrians admire their suits with interests, as Deems displayed some kind of rockets.

"What are those?" Rainbow asked.

"These are jetpacks," Deems explained. "Specially designed to help you fly through space."

"Double awesome!" Rainbow hoof pumped.

Soon the Equestrians began to suit, closing the zippers, placing the jetpacks around their backs and fit the helmets on their heads. Rarity could wait to admire herself with the suit on as every pony was ready for the next adventure.

"Are you ready?" Deems asked.

"Ready!" Every pony nodded.

"Good luck to you all," Deems said. "And be careful."

Twilight approaches the songbook, charging her horn and fires at it. The book glows, as the portal opens. Once again music notes surround them until everything envelopes them in darkness. Twilight opens her eyes, finding herself and her friends floating in darkness.

"Whee!"

Twilight turns to see Pinkie Pie swimming in the darkness, even wearing a pool float shaped like a pink flamingo.

"Look at me, guys! This is fun!"

"What's happening?!" Spike panicked, spinning around. "Can some pony help me?!"

Twilight saw the others spinning around, some out of control.

"Don't panic, every pony," Twilight said. "There's no gravity here; it's perfectly normal."

"What the hay is _gravity_?" Spike asked.

"It's the force that causes you to stay on the ground," Twilight answered.

"Oh… I knew that."

"So… Where are we exactly?" Rainbow asked, looking around. "There's nothing here."

"Deems said we're in another place in the universe," Twilight explained. "The planet Earth must be billions of miles away from here. Maybe even light years."

"Light years?!" Octavia exclaimed. "Blast!"

"Where do we go now?" Fluttershy asked.

"I don't know," Twilight said, honestly. "Look around, can you see anything?"

"Alright, let me see," Rainbow said, looking around. "Hold on!"

It was then Rainbow saw a purple haze in the distance.

"I see a light up ahead!"

"A light?" Twilight asked.

"Yeah, that purple speck over there," Rainbow points out.

Every pony faced Rainbow's direction, till they saw the mysterious light in the distance. Twilight took a good look and her eyes widen in wonder.

"Is that what I think it is?" She asked, smiling.

"What is it, Twilight?" Octavia asked.

"Come on, let's take a closer look," Twilight said, examining her suit. "Now, how do these jetpacks work?"

"FOUND IT!"

Twilight and the others turn and see Pinkie flying past them until her jetpack stalled for a moment.

"Just press the first button on the belt!" Pinkie said. "You can't miss it!"

All of them proceed to push the button on their belts, soon the jetpacks blast off causing every pony to fly toward the strange purple light.

"Aw, yeah!" Rainbow shouts.

"This is so cool!" Spike said.

As they flew closer, they could see what the light actually was. It was shaped more like a spinning disc with multiple tiny white dots.

"Heavens to Celestia," Twilight smiled. "It's the Milky Way!"

"What's the Milky Way?" Rainbow asked.

"Is it made out of milk?" Pinkie asked, smiling hopefully.

Every pony turns to Pinkie with a weird look.

"Seriously?" Rainbow asked, annoyed.

"Actually Pinkie, the Milky Way is the galaxy that consists of stars, stellar remnants, interstellar gas, dust and dark matter," Jiminy explained. "Did you know the name 'galaxy' comes from the Greek word 'galaxias' which means 'milky'?"

"Ooh… I already knew it consists of stars and stuff, but not about that Greek word," Pinkie said, teasingly. "Come you, you didn't really think I assumed the Milky Way consists of milk, did ya?"

"Then I suppose you don't think the moon is made of cheese either," Rainbow said.

"Yeah… Wait! It's not?!"

"Jiminy is correct, Pinkie," Twilight said. "Somewhere in the Milky Way is the solar system where Earth is."

"Wow!" Applejack said, astonished.

"Stay close, every pony," Twilight announces to every pony. "We're heading to the Milky Way."

They fly directly into the Milky Way, seeing stars everywhere. Every pony couldn't help but stare as they flew.

"Behold, the wonders of the universe," Twilight said, excitedly. "We're witnessing celestial events that no pony… Or dragon… Or cricket, has ever seen!"

"Incredible!" Octavia said.

"Simply divine!" Rarity said.

"And mysterious," Vinyl added.

"Ah've never seen so many stars before," Applejack said.

"It is a big place," Twilight explained. "The universe is endless and many of these stars are actually planets. Some of them are filled with life, others… Not so much."

"Wouldn't it be cool if we ever meet aliens?" Rainbow asked.

"Dashie, we already have," Pinkie points out.

"What do you mean?" Rainbow asked confused.

"Ya know, Snow White, Pinocchio, Mickey, duh!" Pinkie lists. "They may not be _aliens_, but they are from other worlds, right?"

"Oh… Almost forgot," Rainbow remembered. "I just hope we get to meet the aliens we'd read about in comic books."

"Hmm… _Maybe_…" Pinkie said, innocently.

"Well, if that happens, I just hope they aren't hostile," Fluttershy said, worried.

"We'll see…" Pinkie added, looking away.

"What are you saying, exactly?" Rainbow asked, eyebrow raised.

"Nothing… Nothing at all."

Suddenly, a big cloud of stars flew past them.

"What was that?" Spike asked.

"That's called a nebula, Spike," Jiminy explained. "It consists of many stars and is also gas."

"Cool!" Spike said, intrigued.

"Hey guys," Rainbow shouts, pointing out. "There's a big fireball coming our way!"

Every pony looks in front of them and Twilight's eyes went wide.

"That's no fireball!" Twilight shouts. "It's the SUN! Follow me!"

Twilight quickly flew past the sun, with the others close behind. The flames of the sun itself almost touched them.

"Whoa!" Rainbow said. "Almost singed my tail!"

Other than a few close calls, they escaped just in time as they flew deeper in space.

"That was close," Jiminy sighs with relief. "Any closer and we'd be on fire."

"I'd hate to imagine that," Octavia said.

"Too late," Vinyl replied.

"You know this whole space journey feels like an attraction ride for an amusement park," Pinkie thought. "I wonder if that Walt Disney guy has one of his own."

Every pony, once again, looks at Pinkie with a questionable look until they see another nebula flying ahead of them.

"How far is it again?" Rainbow asked.

"Like I said, the universe is endless," Twilight explains. "The planet could be billions of miles away. Maybe even light years from here."

"In other words," Spike said. "It'll take forever."

"Nevertheless, we need to find that sheet music," Twilight said, determined. "Deems, Leopold and the orchestra are counting on us."

"Let's just hope we find it fast," Vinyl said.

All of a sudden, two comets flew past them, startling the ponies.

"Whoa!" Vinyl shouts. "Hey, we're flying here!"

"We need to be extra careful," Twilight advised. "There are asteroids, meteors and comets in space that could crush us in an instant."

As another nebula passed by, the Equestrians see something in the distance. It became bigger as they got closer.

"Look, over there!" Spike points out.

"Planet, ahoy!" Pinkie said, imitating a sailor.

"Huh?" Every pony asked, confused.

"What? We're in space, so I said 'planet' instead of 'land'. Although, it could've been better if we were in a spaceship, which would make more sense…"

"We 'get it', Pinkie Pie," Rainbow said, shutting her muzzle.

As they flew closer, they saw it was indeed a planet with a moon. The planet itself was black with a big red could.

"Girls, I think we found our planet," Twilight confirms.

"I hope so," Octavia said.

"Hey, A.J.!" Rainbow calls out. "Race ya toward that planet!"

"Oh, you're on!" Applejack said.

Both competitive ponies fly rapidly toward the planet.

"Applejack! Rainbow Dash! Wait!" Twilight shouts. "We're supposed to stay together!"

But the Earth pony and Pegasus didn't listen, they kept flying toward the planet each determined to win.

"Quick, we gotta go after them!" Jiminy shouts.

"We need to fly faster," Twilight said.

She notices the second button on her belt. She pushes the button and suddenly was flying faster, screaming her head off.

"TWILIGHT!" Every pony shouts.

They quickly push the second button to go after her. But turns out, flying toward the planet was no walk in the park. More comets flew past them, some into the planet itself. The Equestrians had to dodge them.

"Watch out!" Twilight warned her friends.

Every pony tried hard to avoid the comets. But Pinkie treats it like a game, dodging the most comets.

"Missed me! Missed me! Now you gotta kiss me!"

"Pinkie, please!" Rarity groaned.

Eventually, the ponies, dragon and cricket were just nearing the planet.

"Stay close together," Jiminy instructs, as they enter the planet. "We're entering the exosphere… Now the thermosphere… Mesosphere… Stratosphere…"

"Oh, now I know why they all end in 'phere'!" Fluttershy said, worried.

Everything appears red in their vision; it wouldn't be long till they see the Earth's landscape billions of years ago. Rainbow and Applejack were just meters ahead, in the midst of their race.

"This is it, A.J.!" Rainbow said. "Whoever touches the ground first wins!"

"And that's gonna be me!" Applejack said, determined.

Rainbow flew slightly faster, as Applejack tried to catch up. But suddenly, she sees a comet fly past her and hurdling toward Rainbow.

"Rainbow, behind you!" Applejack shouts.

"Huh?!"

Rainbow looks behind her and sees the comet. Before she could fly away, the comet hit her hard and knocked her unconscious sending her falling while the comet impacted the Earth.

"RAINBOW!" Applejack screamed.

But Rainbow was still unconscious. As the others reach Applejack, they watch in horror while their friend crashed toward the Earth.

"No… No…" Twilight said, silently.

She and her friends quickly fly toward the spot Rainbow impacted, finding her lying on the ground. They began to worry; she wasn't moving an inch. When they land, they quickly rush toward her.

"Rainbow!" Twilight shouts.

"Oh, please let her be alright," Rarity prayed.

When they reached Rainbow, Twilight checked on her.

"Rainbow?" Twilight asked. "Rainbow!"

But answer there came none. Twilight places her hoofs on Rainbow's back, shaking her.

"Rainbow, wake up! Please wake up!"

But still, no response. Every pony started to assume the worst.

"Is she…?" Jiminy asked, worried.

"Oh please, no!" Octavia said, shaking her head.

Twilight laid Rainbow gently on her back, the Pegasus' eyes closed. Twilight places her head onto Rainbow's chest checking for a heartbeat. She listens carefully, when she heard a pulse.

"She's okay!" Twilight said.

Every pony sighed in relief. But suddenly, Twilight looks back and sees a new problem. Rainbow's helmet began to crack, slowly.

"Oh no, her helmet's cracking!" Twilight said. "If we don't fix it, she'll die in this atmosphere!"

"I've got this!" Rarity said.

The white unicorn used her magic to mend the cracks along her helmet. In a few seconds, the helmet's as good as new which Spike confirms with a light flick. Seeing the glass is sold, he gives the thumbs up.

"Rainbow?" Applejack asks, approaching her friend.

Rainbow stirs, slowly opening her eyes and sees her friends looking at her.

"Uh… Why are you looking at me like that? What happened?"

"Ya got hit by a comet," Applejack answered. "It's a wonder you're alright."

"So… Did I win?" Rainbow asked, sheepishly.

"Are you kidding me?!" Twilight asked, sternly. "Rainbow, that was reckless and stupid! We almost lost you!"

"The impact caused your helmet to crack," Applejack added, sharing the same look. "If it weren't for Rarity, ya would've been a goner for sure."

"Oh," Rainbow said, scared of that thought. "Didn't think of that."

"I mean, seriously, what were you thinking?" Twilight asked. "Racing to unknown territory like that?"

"Oh relax, Twi," Rainbow said. "You need to have a little fun sometime."

"Not when there's danger in the air like comets!"

"Fine, I'll be careful next time. Sheesh, sometimes you sound like my mom."

The group shook their heads, as they turned their attention toward the environment around them.

"I still can't believe we're on another planet, Tavi," Vinyl said.

"I can hardly believe it myself," Octavia said, just as amazed. "Not to mention a time where the Earth was just born."

Octavia was right; not only are they on a planet, but a different time period as well. This was the first era in Earth's history, known as the Precambrian, which was a very different world back then. There were no houses, no buildings, no grass, no trees providing oxygen, no humans, not even other ponies. The planet was a wasteland, reminding Twilight of that one terrible alternate future when she fought Starlight.

_That is before they became friends, of course._

There was nothing on the planet but ash and dust. Luckily, she knew this planet still had to evolve back in the day. She would not allow such a terrible future she, Spike and Starlight witnessed together. At least not while she still has strength to do so. Anyways, the air was shadowed by clouds of steam, all moving by themselves. By now this was no surprise for them, since the Earth and Equestria work differently.

"I don't think I'll ever get used to a world without life," Rarity said.

"Relax, Rarity," Pinkie replied. 'There's nothing around here to hurt you."

"You think so?"

"Well… Not really… I mean not now… No?"

"Pinkie's right, Rarity," Jiminy said. "We won't find much of anything here."

That didn't make Rarity feel better, as she began to worry with a face similar to this.

"Don't worry, Rarity," Twilight said. "As long as we stay together, nothing will go wrong. Right, Rainbow?"

"Okay, okay, I get it!" Rainbow frowned, folding her arms.

Without any pony knowing, flashes of light appears behind a mountain. Spike had the feeling something was behind there. He looks toward the top and sees nothing. Suddenly, the flashes appear again. But when Spike turns around… Nothing.

"Hmm…" Spike thought, scratching his head in confusion.

"So, where do we start?" Octavia asked.

Twilight began to think when the ground suddenly began to shake. The Equestrians tried hard to keep their balance.

"Wh-wh-wh-why is the ground sh-sh-sh-shaking?" Fluttershy shuddered.

Then the flashes of light appear behind the mountain again and this time, every pony saw them.

"What was that?!" Rainbow asked.

"I don't know," Twilight said. "But we're about to find out."

They climb atop the mountain, the smell of brimstone in the air. But for their safety, our heroes dared not take their helmets off. At the top of the mountain, they stare in shock and awe.

"Oh, boy" Applejack said, greatly worried.

Before their eyes stretched a huge valley of volcanoes as far as the eye can see. Each one bursting with lava, as if they were erupting to some ancient primal beat. Some volcanoes released fiery sparks while others simply burst with lava, filling the sky with smoke and ash.

"Okay," Rainbow nods. "This is going to be harder than I thought it would be."

"I've never seen so many volcanoes all at once," Spike said. "Not even in the badlands."

"Neither did I," Jiminy said.

"Remember the dangers of a volcano, everypony," Twilight instructs. "Do NOT climb them; stay far away from them as possible. Whatever you do, DON'T get close to the lava. A single bit of contact will burn us immediately. It won't be a problem for Spike, being a dragon, but do not go in the lava. If we lose our suits, we'll be exposed to the poisonous atmosphere. Am I clear?"

"I'll be careful, Twilight," Spike nods.

"But how we will survive this?" Octavia asked.

"We have our jetpacks, we can fly across," Rainbow said, confidently. "And Twilight has her magic, so really there's nothing to worry about."

But everypony wasn't comfortable about this; nevertheless, they decided to stay close to Twilight as they trekked this perilous land. Rainbow was flying when suddenly, she sees a volcano with wind emerging.

"Hey, look at that volcano!" Rainbow points out.

When they faced Rainbow's direction, the volcano bursts with flames.

"Wow!" Spike said. "There are flames coming out instead of lava. How is that possible?"

"I don't know," Twilight said. "It's better we keep moving."

They trek over the rocks and mountains until the arrive upon a stream of lava. The stream made big dangerous bubbles that would blow up, spreading lava drops along the surface at different angles. One popped just close to Rarity; the droplets almost touched her hoof. She screamed as she quickly leapt back, almost having a heart attack.

"Those are deadly bubbles alright," Applejack observed.

"My skin is extremely sensitive as it is," Rarity shuddered.

_Don't get any ideas._

"Yeah, this place sure gives you volcanophobia," Pinkie noted.

"I don't think that's a word, Pinkie," Spike said.

"Why sure it is," Pinkie replied, turning the camera and whispers. "Trust me, look it up!"

*Checks the dictionary* _Actually, Pinkie Pie is right about this one._

"Told you so!" Pinkie smiled to Spike, with a wink.

"O-O-O-kay?" Spike said, shuffling away.

Meanwhile, the lava kept boiling and the Equestrians already felt the heat. So much they started to sweat in their suits.

"Phew, getting kinda toaster in here," Applejack said.

"And it's getting hotter by the minute," Vinyl said.

"How ironic, here I was thinking of taking a steam bath when we get back to Equestria," Rarity whispered.

"Can we open our suits a little?" Spike said, reaching for the zipper.

"NO!" Twilight shouts. "We'll die without the suits; just keep going.

"Fine, but don't blame me if I get a rash on a few… Unmentionables."

Suddenly, the volcanos burst with lava one-by-one. The Equestrians look around in discomfort.

"Now that's a show!" Spike said.

"Girls, I have a bad feeling about this," Fluttershy said, worried.

Twilight was on guard when she felt a vibration in the Earth. All of a sudden, the volcanoes shot pillars of lava in the air.

"Whoa!" Every pony, except Twilight, said.

But Twilight knew it wasn't over. The vibration was increasing, the Earth felt hotter, and her eyes turn to pinpricks.

"EVERYPONY, HOLD TIGHT!"

Twilight quickly charged her horn with extra power, teleporting every pony, and herself, with a big flash of light. At that moment, a tremor struck the Earth exploding with tremendous force. The eruption releases smoke, ash and fiery sparkles all at once. The Equestrians appeared with a huge flash on some rocks, Twilight breathing heavily.

"Wha-wha-what happened?" Fluttershy panicked.

"Yes, what happened?" Octavia panicked, as well.

Suddenly, Twilight turns toward a huge explosion in the distance.

"That's what happened!"

Every pony gasp at the sight. The eruption of all the volcanoes creates the mother of all volcanoes. So huge it towers over the previous volcanoes.

"All those eruptions caused the earth to erupt and create one giant volcano," Twilight explained. "And look, it's already unleashed a huge cloud of volcanic ash!"

_As a side note: Volcanic ash is made of tiny sharp crystals. It can be deadly if breathed in and is best avoided, especially for ponies and dragons. Luckily, our heroes wore their spacesuits, so the threat was no problem._

"Good heavens!" Rarity gasped. "A second longer and we could've died."

"Ya saved our flanks, Twilight," Applejack said. "Don't know what we'd do without you."

Unfortunately, their problems in this hazardous world are far from over.

"Look, it's overflowing with lava!" Spike points out.

The lava flows down the volcano, over the rocks, covering everything in its path. It was slowly approaching our heroes, as Pinkie looks toward every pony.

"Shall we run for our lives?" Pinkie asked, smiling.

"Yeah…" Every pony nodded. "AAAH!"

They all screamed while running as fast as they could, but the lava was drawing closer. There was so much that it came from all directions, destroying rocks in the process.

"Keep running, girls!" Twilight shouts. "Don't look back!"

They kept running, but there seemed to be no mistake. They could feel the heat on their flanks.

"This way!" Twilight said, turning right.

The others followed Twilight but stopped when the path stopped.

"It's a dead end!" Spike yelled, looking around.

They turn around, seeing the approaching lava. They had to act fast if they want to survive.

"Everypony, use your jetpack!" Twilight shouts.

They all pressed the button and flew into the air… Except one. Spike's button wouldn't cooperate, he kept pressing but nothing worked. He looked in front of him, screaming at the oncoming lava. Rainbow quickly scoops him up before the lava could touch him as a rock floated along it. The lava splashed against a mountain onto the rock, turning it to a crumbling mess due to the extreme heat.

Our heroes were safe in the air, but still needed to escape. Rainbow held Spike, as he pressed his button a few more times until it started to sputter.

"Oh, _now_ it works!" Spike groaned.

"Come on!" Twilight said. "Let's get out of here!"

They flew over a mountainous wall, landing onto the ground. The lava began to fall from the wall.

"It's still coming!" Vinyl yelled, looking above.

"Keep going!" Twilight yelled.

They burst into a run, as the lava lands upon the ground filling the valley before their eyes.

"Quick, climb the rocks!" Twilight yelled. "Don't touch the lava!"

They all started to climb, eventually reaching the top of the big rocks. The lava almost reach them, but the Equestrians were at a safe distance. Unfortunately, the lava made the bottom of the rock crumble causing the rocks along with the ponies, dragon and cricket to almost fall in. Luckily, the Equestrians themselves didn't fall in the lava while the rocks float along the surface. They held tightly against the rocks determined not to fall. Rarity screamed loudly while the steam swirled in many directions and the entire valley fills with lava.

Octavia and Vinyl were huddled on one rock, holding on tightly. Suddenly, Octavia began slipping slowly towards the lava gasping in horror.

"Vinyl!" She yelled, panicking. "I'm slipping!"

"Hold on, Tavi!" Vinyl said, reaching with her other hoof. "Give me your hoof!"

"Are you crazy? I'll fall faster!"

"You must, Octavia! Trust me!"

Vinyl still held out her hoof for her friend. Octavia hesitated a bit, before slowly reaching to grab her friend's hoof.

"I can't reach!" Octavia said.

"Try to get closer!" Vinyl said.

Vinyl reached closer, the two ponies trying to grab each other's hoof. Suddenly, Octavia lost her grip on the rock and was about to fall. But then, a magenta aura caught Octavia just as she thought she'd fall to her doom. The horn of her best friend glowed; Octavia never felt happier before. Vinyl brought her to her level, allowing her a proper grip on the rock.

"Thank you," Octavia said.

"Hey, I'm not letting my best friend get burned, am I?" Vinyl asked.

Suddenly, the entire rock is engulfed by a pink aura and pulled along. Twilight used her magic to bring the rocks with her friends close to her. The rocks occasionally bumped along the others, sending pieces falling off, but otherwise every pony is okay. When they were all together, they didn't notice the upcoming danger… Not at first, anyway.

"Everypony here?" Twilight asked. "Are you alright?"

Everypony began talking randomly, panicking but otherwise alright.

"Now what?!" Rainbow asked. "This is totally sick!"

Spike looks ahead, his eyes turning to pinpricks.

"It's about to get sicker, Dash."

Every pony turned with the same reaction. Upon a cliff at the end, the ocean just below, the lava was falling there along with the Equestrians. They all began to scream loudly.

"We gotta get out of here!" Applejack said.

"Alright, on my signal, we push the button on our jetpacks, and we take to the air!" Twilight instructs. "It's the only way to survive!"

Every pony braced themselves and held their hooves/claws/hands on the buttons. They were edging closer to the cliff.

"Wait… Wait…" Twilight said. "NOW!"

On Twilight's signal, every pony pressed the button and zoomed into the air. From above, they could see the lava and rocks plunging into the sea. More rocks fell down due to the heat as the large amount of lava create waves in the ocean and a ton of steam.

"That was close," Applejack sighed. "Should've done that sooner."

Twilight peers toward the sea, her eyes widening once more.

"Sweet Celestia! Look!"

Twilight points toward the sea as it began to rise, creating giant waves and twisters. The Equestrians gasp at the sight.

"The entire sea is going wild!" Jiminy said.

"It's the lava!" Twilight said. "It created a storm!"

Sure enough, storm clouds appear in the air making thunder and lightning.

"Mother Nature's gone crazy!" Applejack said.

Suddenly, the water climbed up the cliff and floods the entire valley before every pony's eyes.

"Every pony, fly higher!" Twilight shouts.

Thanks to their jetpacks, they flew as fast as they could while the water ran wild. There was sadly nothing they could do except fly away as the water floods everything from rocks to mountains and even volcanoes.

"Good heavens!" Octavia gasped.

"Keep flying!" Twilight shouts.

The water reached toward the big volcano, climbing up till it covered it entirely. But it didn't stop as it reached out Equestrian heroes.

"We got to fly faster!" Rainbow shouts.

"Too late!" Pinkie yelled.

"AAAAAAAAAAAHHH!"

They all screamed as the water swept them up. The entire valley floods, as our heroes span in the water. The volcanos were still active, bursting with light. Our heroes spin for a few minutes until their eyes slowly closed.


	7. The Rite of Spring: Evolution

"Twilight! Twilight!"

A blurry voice stirred the purple unicorn/alicorn awake, slowly opening her eyes. A blurry blue image of some pony appears along with more colorful imagery.

"Twilight!" The voice shouted.

As her vision clears, she sees all her friends looking at her. Twilight grunts from the experience, rubbing her head.

"Twilight, are you okay?" Spike asked.

"I'm fine, Spike," Twilight assures. "How about you?"

"Everypony's okay," Spike confirms.

They look around, finding themselves underwater. Luckily, their spacesuits were quite resistant against water.

"Are we… Underwater?" Twilight asked.

"Yes, Twilight," Jiminy said. "Looks like nature did quite a number on us."

Twilight took another look around, finding no volcanoes or mountains in sight.

"Where are all the volcanoes and mountains?" Twilight asked.

"We don't know," Pinkie said. "When we woke up, they just poof! Vanished!"

"Either we're somewhere far away at sea," Jiminy thought. "Or…"

"Or what?" Rainbow asked, nervously.

"We went further in time!" Jiminy concludes.

Every pony faced Jiminy, surprised of what he said.

"Further in time?" Octavia asked. "In what way?"

"I'd say a few million years or so," Jiminy said.

"But how could we have gone further in time?" Twilight asked. "It felt like, uh… How long have we been unconscious?"

"Thirty minutes, like the length of one chapter," Pinkie said.

Every pony gave Pinkie a weird, confused look.

"This might sound crazy, but it seems time in this world has a will of its own," Jiminy theorized. "It can go fast without us knowing, but I could be wrong."

"A realm where time has a will of its own?" Twilight questioned, astonished. "This is above everything I've studied my whole life."

"She sure loves studying, doesn't she?" The cricket said to Rainbow.

"Yep, that's Twilight," Rainbow nods. "The Queen of the Eggheads."

"Hey!" Twilight said, offended.

"Actually, she's the 'Princess' of the Eggheads," Spike corrected.

"Spike!" Twilight said, grumpily.

"What? Can't handle a little joke?"

"Hey, look!" Jiminy pointed. "Over there!"

Every pony faced Jiminy's direction but saw nothing.

"Where?" Pinkie asked, looking around.

"I see nothing," Octavia said.

"Oh right, you can't see them," Jiminy said, slapping his head. "They're impossible to see with the naked eye."

"Them?" Applejack asked.

"I wish we could see what you see, Jiminy," Spike said.

Sure enough, a screen appears on every pony's helmet.

"What in tarnation?!" Applejack asked, surprised.

"Cool, I got my wish!" Spike said.

_You're welcome._

"This must be something Master Yen Sid added to the suits," Twilight said, in wonder. "It's like science and magic combined."

_Yeah, we could go with "that" explanation._

The screen zooms in showing lots of green and blue microscopic blobs. Some swam close toward the Equestrians, curious to know what they are while some minded their own business.

"What are they?" Rainbow asked.

"These must be the single-celled organisms Deems mentioned," Twilight confirms.

"I didn't know they were that small," Spike said.

They swam close to the other blobs for a better look.

"Take a good look, everyone," Jiminy said. "You're looking at the very first organisms of this planet or any planet. Long before we were born."

"Whoa!" Every pony said, in unison.

"Aww! I didn't know we started out so small and cute," Pinkie smiled.

Rainbow watched a big blue blob trying to eat a small green one.

"They're not all _that_ cute," She remarked.

Luckily, the green blob escapes and warm toward another. They had some kind of trunks, making them look like tiny, earless elephants. They used them to touch each other, probably to communicate.

"Magnificent!" Octavia gasped.

The green blobs swam away and suddenly, two small blue blobs appear. They swim around in circles, both of them beginning to split apart, creating a new cell.

"What are they doing?" Rarity asked.

"They're multiplying," Jiminy explained. "This is called 'mitosis', kinda like mating but different."

It reminds Rarity too much of the time Ponyville was manifested with Parasprites. Jiminy sees her reaction.

"Don't worry, Rarity," Jiminy comforted her. "They're harmless."

Meanwhile, all the microscopic blobs continue to multiply.

"Just think, within a few million years, these organisms will evolve into various kinds of creatures," Jiminy said.

"Wow!" Spike said, in awe.

But suddenly, a cloud of dark smoke appears from nowhere covering our heroes.

"Hey, what gives?!" Vinyl said.

"Where'd that smoke come from?" Spike asked.

Rarity screams as every pony held onto each other till the smoke vanished. By then, they see everything underwater looks completely different confusing our heroes.

"What just happened?" Rainbow asked.

"Why does everything look… Different?" Vinyl asked.

"That cloud of smoke must have brought us forward in time," Jiminy speculates. "This must still be the Precambrian period, but a few million years later."

"We're actually traveling through time," Octavia said, with disbelief. "Can you believe it, Vinyl?"

Vinyl just smiled as Octavia looks around wide-eyed.

"Guess Twilight and I aren't the only time travelers anymore," Spike said.

They discover a few plants and some new creatures. There were still a few one-celled organisms that they could see with their special visor on their helmets. The new creatures were some kind of green worms and strange organisms with tentacles.

"What are those?" Pinkie asked.

"Those are hydras," Jiminy answered.

Every pony faced Jiminy, then the strange creatures in confusion.

"Ah know what a hydra is," Applejack said. "Those aren't hydras."

"They're big with many heads and not small like… Like that!" Pinkie points out.

"Oh, you're referring to the mythological Hydra," Jiminy nodded, understanding. "But these small creatures are also called hydra."

"Ooh… Go on," Pinkie said.

"They're small, fresh-water organisms from the class Hydrozoa," Jiminy continued. "They are native to the temperate, tropical regions. Did you know these hydras are biologically immortal?"

"That's cool!" Rainbow said.

"You mean they can't die of old age or even age?" Twilight asked.

"Exactly!" Jiminy nodded.

"That's amazing!" Spike exclaimed.

They watched how the hydras eat some of the one-celled organisms using their tentacles. One of them somersaults to another spot, as one of their ways of movement.

"They sure are unique," Fluttershy observed.

"Yep, they'll be here for many more years thanks to their immortality," Jiminy said.

Once again, another cloud of black smoke appears and envelops our heroes.

"Smoke's back," Vinyl said, dryly.

Every pony huddled close to each other until the smoke disappears as everything changes. More plants appear as well as more creatures. There were small jellyfish, annelid worms, Venus girdles and also another new creature the Equestrians have never seen before. The creature was called a trilobite, a primitive armored arthropod that was one of the first of its kind.

"Another million years has passed," Jiminy explained. "This period is known as the Cambrian."

"Cool!" Vinyl said.

"As you can see jellyfish appear around this time, as well as other creatures like these trilobites," Jiminy points out.

"I've never seen a trilobite before," Twilight admits. "They look amazing!"

"Trilobites were among the most successful of all early animals," Jiminy continued. "They came in all shapes and sizes. They're arthropods, the same species as scorpions, millipedes and spiders."

"Ugh," Rarity whimpered, waving her hoof.

In disgust, she thought of all those creatures roaming around. Applejack rolls her eyes at her.

"They roamed the sea for over 270 million years until the mass extinction at the end of the Permian period," Jiminy continued.

"The same extinction that killed the dinosaurs?" Fluttershy asked.

"Oh no, that was much later," Jiminy shook his head. "Before dinosaurs, there was the Precambrian period which we experienced a few minutes… A few 'million' years ago. Now, we're in the Cambrian period. There's also the Ordovician; the Silurian where arthropods are the first creatures to crawl on land; the Devonian where man's earliest ancestors reached the surface; the Carboniferous which was ruled by giant insects…"

"Giant insects?!" Rarity asked, fearfully."

"Sure, I'm talking spiders and scorpions the size of your head," Jiminy explained. "Dragonflies as big as an eagle and even millipedes bigger than humans!"

Rarity's eye twitched and she immediately faints into Rainbow and Pinkie's arms.

"I think you gave Rarity nightmares for the rest of her life," Rainbow remarks.

"Oops! Sorry," Jiminy smiled sheepishly.

"It's okay, she does that a lot," Pinkie smiled. "She can be quite a drama queen."

"Mm-hmm… Now, where was I?" Jiminy asked. "Oh yes. After the Carboniferous, there was the Permian period where mammal-like reptiles appear aside other giant reptiles. At the end, there was a mass extinction probably caused by volcanoes and extreme heat. 90% of life sadly died, but some creatures survived. A new era known as the Triassic would begin and in the midst of that era the rise of the dinosaurs started."

"How do you know all that?" Rainbow asked, smiling.

"I read a lot," Jiminy said, proudly.

"You and Twilight should be 'ruddies'," Pinkie giggled.

Every pony faced her in confusion.

"You know? 'Reading' and 'buddies'. 'Ruddies', get it?"

Every pony else chuckled at Pinkie's joke, while Twilight blushed. Just then, the black smoke appears again propelling our heroes further in time. They watch the sea fill with more coal and other sea flora. As for the fauna, there were bigger jellyfish and the first fish appear.

"We're still in the Cambrian era," Jiminy points out. "And look, the first fish have evolved."

"Wow!" Every pony exclaimed.

The little green fish swam around, minding their own business. Suddenly, one of them is captured by a Portuguese man o' war. The other fish swim away to avoid being eaten.

"Oh, poor fish," Pinkie said.

"Life isn't always easy, especially for fish," Jiminy said, looking up. "Each creature had to struggle to survive, even those big ones."

The Equestrians look up, staring in awe at a new creature. A strange animal one meter long, with compound eyes and flexible lobes on each side of its body.

"Look at that!" Rainbow said, in awe.

"That is Anomalocaris, one of the world's first super predators," Jiminy explained. "Just like the trilobites, he's an arthropod. It catches its prey by using those two long arms with barb-like spikes."

The Equestrians kept studying the predator while it swam away.

"The fish were man's earliest ancestors and very first vertebrates. The forerunners of all future backboned animals, including you."

"Amazing!" Twilight smiled.

"But they have to be careful in a world like this," Jiminy points out. "They had to choose: Adapt… Or die. Eventually, evolution took over some creatures."

Suddenly, strange ripples move in the water causing the environment to change. The Equestrians gasp at the sight of tiny little fish changing into big fish with spikes on its back.

"Now there's a fish I can relate too!" Spike said.

"This realm gives me shivers," Applejack said.

There were more fish, crustaceans and other creatures. An ammonite tries catching the fish with its tentacles, but the fish luckily escape.

"That was close," Vinyl said, with relief.

The ripples move again, as the change continues. The fish appears different, not a single spike on its back.

"As you can see, fish became bigger," Jiminy explained. "After millions of years, in the Devonian period, they crawled on land and became the first amphibians."

The fish almost got eaten by another predator but escaped and swam toward a branch. The most incredible thing happened: The fish climbed on the branch using its fins as legs. It reached the water surface for its first breath of air. The fish is now an amphibian.

Suddenly, the cloud of black smoke appears propelling our heroes further in time. When the smoke disappears, every pony looks around their new underwater surroundings. Not everything was different as there were some fishes, ammonites and other tiny marine creatures swimming. But the Equestrians will soon discover there's more living in these waters.

"How many million years have we travelled this time?" Octavia asked.

"I don't know," Jiminy shrugged.

"We've been under the water the whole time," Applejack points out. "Ah think it's time we went up to the surface."

"Applejack's right," Twilight agreed. "Let's see what's up there."

They all swam toward the surface, their heads breaching the water. The sun shone brightly with few clouds in the sky.

"Look, land!" Pinkie points out.

There was shore not far from where they were.

"Come on, let's swim toward it!" Twilight suggests.

They spent a few minutes swimming toward shore, paddling with their hooves and feet before touching the sand. In fact, the whole shore is filled with sand, a few small rocks and shells. Before the Equestrians was a big jungle, as Rarity's eyes went wide.

"Oh no," She said to herself. "Not a jungle!"

"Boy, am I glad to see land," Rainbow sighed.

"Me too," Applejack nodded.

"Me three," Octavia sighed.

"Look, there's trees!" Jiminy points out. "You know what that means?"

"There must be oxygen in this world," Twilight answered.

Twilight reached to remove her helmet before Rainbow stopped her.

"Wait! You sure you want to do that?"

Twilight hesitate with her hooves on her helmet, as Rainbow watched. Then she took a deep breath and slowly lifts it off. Her head is exposed, as she inhales the fresh air of this ancient realm sighing with a smile.

"It's okay," Twilight said. "The air is fine."

Relieved, every pony removes their helmets to inhale the air.

"Ah, fresh air," Applejack sighed. "After all that time wearing a helmet, ah'm happy to smell it again."

"Guess we won't need our helmets anymore," Spike said.

"Better strip out of these suits," Vinyl said. "It's too hot."

Every pony agreed, removing their spacesuits.

"Give your suits to me," Twilight instructs. "I'll put them safe in my saddle bag with infinite space; you never know when we'll need them again."

Twilight grabs each spacesuit with her magic, storing them in her bag. When she was done, she looks around.

"Now let's see, where should we go now?"

Every pony turned toward the jungle, but Vinyl was looking a different direction.

"We're not going in that jungle, are we?" Rarity asked. "Please say 'no'."

"Sorry Rarity," Twilight shrugged. "If it's the only way to find the sheet music, we have to."

"But there's wild creatures in there that would… Well, eat us!"

"We don't even know where the sheet music is," Octavia points out. "It could be anywhere."

"That's why we need to search everywhere," Twilight explains. "Even in the jungle."

"_Everywhere_?" Spike asked.

"_Everywhere_," Twilight states, clearly.

"Hey guys!" Vinyl called out, wide-eyed. "I think you wanna see this!"

"Well, ah'll be," Applejack said, facing Vinyl's direction. "Would you look at that."

The others face the same direction as the girls and couldn't believe their eyes. A few meters away was a giant cliff, but that's not what drew their attention. There were big lizards with long necks swimming in the ocean. They reminded our heroes of dragons, but these were different.

"Dinosaurs," Jiminy smiled, excitedly. "The oldest kind! Never thought I'd see them in real life!"

"Wow, how cool is that?" Rainbow asked. "Our first dinosaurs!"

The Equestrians chat among themselves, excited of this new discovery.

"Actually, those are marine reptiles," Jiminy corrected. "But we still found a group of giant prehistoric creatures."

"I wish we could get closer," Fluttershy said.

"I don't think that's very smart," Twilight said. "They could be predators."

"Oh, not those," Jiminy said. "Those are… uh… Oh, dear me. Wait! I got a book about them; where did I…?"

Jiminy reached into his backpack and grabbed a book. He opens the book, skims through the pages for the creatures they saw.

"Ah, here it is! Those are Plesiosaurus. They only eat fish, ammonites, belemnoids and tiny marine reptiles. We're safe."

Every pony examines the picture of the dinosaur, Pinkie uses a magnifying glass for a better look. They turn back to watch real dinosaurs but didn't notice a shadow moving in the water. Rainbow saw it immediately.

"GET AWAY FROM THE WATER!" She yelled.

Every pony faces the water, toward the shadow. They screamed and stepped backward as the creature, whom the shadow belongs to, appeared out of the water. A creature the Equestrians did not expect.

"Aw, it's a sea turtle," Fluttershy said.

The creature was indeed a sea turtle, not as big as the ponies but still unique. It had a flat brown carapace covered with knobby plates and a compact triangular head.

"That's no ordinary sea turtle," Jiminy said. "That's a Placochelys."

The prehistoric turtle crawls onto the land, watching the Equestrians curiously. Every pony stayed a safe distance just in case.

"It's okay," Jiminy said. "It's harmless."

Trusting their little cricket friend, they take a few steps forward. The Placochelys kept watching while resting on the sand.

"Look at its flippers, there's a difference between the Placochelys and modern sea turtles," Jiminy explained. "It has discernable toes. Placochelys is only a tiny turtle, but there are giant sea turtles swimming in the ocean. Bigger than a man or pony."

"Whoa!" Spike gasped.

"But that's strange," Jiminy said, stroking his chin.

"What's strange?" Applejack asked.

"The Placochelys and Plesiosaurus live in different time periods," Jiminy explained. "Placochelys is from the Triassic, while the Plesiosaurus is from the Jurassic. In the past, people thought all dinosaurs lived together in one time period. But later discovered they lived in _several_ periods."

"Several?" Octavia asked.

"You see dinosaurs lived in three different time periods," Jiminy continued. "There's the Triassic where they appeared along the end. Earth wasn't divided in several parts; it was first one giant land mass called 'Pangaea'. Then there's the Jurassic, the time when dinosaurs were at their prime. Last, but not least, there's the Cretaceous where the continents looked like today and the dinosaurs were on the verge of extinction."

"Wow!" Rainbow said.

"Wait, the Earth was a giant land mass?" Twilight asked.

"Yep, only during the Permian and Triassic period," Jiminy explained. "In the Jurassic, the Earth broke up into continents and stayed so ever since."

"Incredible," Twilight said, absorbing all the info about planet Earth.

"I guess this is a world where all dinosaurs _do_ live together."

The Placochelys looked up in the air while resting on the sand. But something else moved in the water, far from the beach. Jiminy saw the shadows underwater and immediately recognized the creatures: The ominous shapes of a pack of Mosasaurs, giant marine reptiles swimming to the surface for air.

_Side note: All marine reptiles breathe through lungs and that works like a handicap. But creatures like Plesiosaurus have a solution for that, searching for pebbles and grit in the sand. Sieving off the fine grains, Plesiosaurus retain the larger stones in its stomach, for ballast, which weighs him down and counteracts the air in his lungs. Some giant marine reptiles, like the mosasaurs, can hold their breath for an hour or longer. _*Clears throat* _Moving on then…_

"Look!" Pinkie shouts, spotting them. "What are those?!"

"Those are big crocodiles," Rainbow said, not liking the sight.

"We better stay away from those guys," Jiminy lectured, reading his book. "Those are Tylosaurus, one of the largest species of mosasaurs and the top predators of the ocean. They're ferocious killers and their serpentine shape is no accident because their closely related to snakes. Believe me when I say they're bad news. They're experts at ambush, able to catch flying creatures that get too close to the surface and drag them into the deep."

The ponies and dragon's eyes went wide, even Rainbow gulped at the thought of being caught by a Mosasaur.

"Good thing we're on dry land, right?" Rarity asked.

"Speaking of dry land, these rocks and shells are perfect for research," Twilight said, picking up various shells and rocks.

"I better take some too," Jiminy said.

Both Twilight and Jiminy collect a few shells, storing them into their bags. After the mosasaurs took one giant gulp of air, they descend underwater to hide in the depths. For the moment, the Equestrians are safe.

"I'd like to see more of the Plesiosaurs," Fluttershy said.

"We can use binoculars to watch from a safe distance," Twilight suggest. "Any pony bring any?"

"I did!" Applejack said.

"Me too!" Fluttershy jumped in.

"I even brought mine just in case," Twilight said, taking out her own? "How about the rest?"

Rarity, Octavia, Vinyl, Spike, Rainbow and Jiminy rubbed their necks awkwardly.

"If I'd known we'd be sightseeing, I'd have checked my luggage twice," Rarity said.

"Don't worry, Rarity!" Pinkie said. "I brought them all here!"

Pinkie grabbed six sets of binoculars, including her own, for each of her friends out of her mane.

"Here you go!" Pinkie said. "Help yourself!

Every pony grabbed one, except Jiminy. For there was a problem… A _big_ problem.

"Um, Pinkie," Jiminy said, awkwardly. "That's very nice but how can I…"

"Don't worry, I have a solution," Twilight stepped in.

She placed the binocular on the sand. She charges her horn, making the binocular glow and in a flash, it shrunk to Jiminy's size.

"Gee thanks!" Jiminy said, taking them.

Each pony looked through their binoculars to watch the longnecked Plesiosaur appear from the water, roaring at each other and nestling on the beach near the cliff like seals while eating fish.

"They remind me of seals," Fluttershy observes. "But bigger, scalier and sharper teeth."

"They are quite marvelous," Rarity admired.

"Their roars almost sound like instruments," Octavia noted.

"I still can't believe I'm watching this," Jiminy said.

Rainbow did her best to enjoy the moment until something else drew her attention. Atop a big cliff were big bat-like birds, but they were neither birds nor dinosaurs. They were a group of flying reptiles.

"Hey, Jiminy," Rainbow asked. "Did you look at the cliff?"

"I am now," Jiminy said, looking up.

"What are those?"

"Well, I'll be," Jiminy said. "Looks like you spotted a flock of Pteranodon, Rainbow Dash. Well done!"

"Pteranodon?" Twilight asked.

Twilight used her binoculars to look at the cliff, along with the others.

"The name means 'toothless wing' because they have no teeth," Jiminy explained. "They're not dinosaurs, but flying reptiles known as pterosaurs. These reptiles dominated the skies for over a hundred million years. Those crests on their heads are used for display. The males us it to attract a female."

"Just like a peacock with its tail," Fluttershy said.

"Exactly, Fluttershy," Jiminy nodded.

They kept watching while the Pteranodons screeched and squawked. Some hung and climbed like bats along the cliff walls, while most of them sat with their wings folded behind them. They looked in many directions, searching for food. One let himself drop and dove, before spreading its wings open and flew over their heads.

"They're flying!" Spike said.

One by one, more Pteranodons flew down spreading their wings. One made a back somersault while the rest followed. They flew majestically and acrobatically.

"Whoa, look at them!" Rainbow said, impressed.

"So acrobatic and majestic!" Rarity said.

"That's another reason why they were masters of the skies," Jiminy said.

With a wingspan of six or nine meters and a body bigger than a human's and pony's, Pteranodon was a giant shrouded in mystery. The flying giants flew in circles over the ocean.

"What are they doing?" Vinyl asked.

"Searching for food," Jiminy replied. "They fly low over the surface and use their lower beak to skim the water. And when they feel something…"

SNAP! A Pteranodon grabbed a squid with its beak, the others mostly caught fish.

"Their bones are hollow, making them very light to fly easily," Jiminy pointed out. "They might be lords and masters of the air, but they're still vulnerable whether they're on land or above the water."

Jiminy was right; flying low is not without risk. The Plesiosaurs were no problem, but there were other hungry monsters watching the fliers from below the waves.

(_Wow, you really are trying to make people and ponies afraid of the ocean because of the giant marine reptiles from the past, aren't you?_)

_Not really. It just makes it more exciting and threatening. Anyway, let's continue:_

Our heroes overlook the Pterosaurs from a safe distance.

"Do these Pteranodons eat ponies?" Rarity asked.

"Well, they've never seen ponies or humans before," Jiminy speculated. "We'll be fine, Pteranodon are known for eating small reptiles and fish."

Unknown to any pony, one Pteranodon flew behind them from afar and set its sights on a particular purple dragon. It dove quickly toward him, readying its claws. Spike slowly turned around, feeling something wrong. Suddenly, the giant Pterosaur grabbed him with its claws and flew high over the ocean.

"AAAAAAAAAAAHHH!" Spike screamed.

Every pony stopped and turned to the dragon-napped Spike, who was about to become lunch.

"SPIKE!" Twilight yelled, watching helplessly.

"TWILIIIIIIIIIGHT!" Spike screamed.

The Pteranodon carried him toward the top of the cliff, screeching loudly.

"Heavens to Celestia!" Rarity cried, worried. "That dinosaur took Spikey-Wikey!"

"Actually, it's not a dinosaur," Jiminy corrects. "It's a…"

"This is no time for Paleontology!" Twilight shouts. "Spike is going to be eaten by that thing!"

"Sorry!" Jiminy said. "That Pteranodon must have took Spike for a small reptile, it's on their diet."

"We have to get him back before he becomes bird food!" Applejack said.

"That'll be risky," Jiminy warns. "Pteranodons are very territorial, they'll attack anything that invade their nests."

"Then how do we save him?" Octavia asked.

"Maybe I can try to talk to them," Fluttershy offered.

Rainbow, who wasn't mixed in the conversation, faces the cliff with a determined expression on her face. She takes a few steps toward the water. Twilight took notice of her in the midst of the conversation. Rainbow made eye contact with her, preparing her legs and wings.

"Rainbow?" Twilight asked.

Rainbow turned back, preparing to take to the skies.

"Rainbow?!" Twilight said again, but louder.

The cyan Pegasus flapped her wings very hard.

"Rainbow, no!" Twilight yelled. "Rainbow!"

She ran toward Dash in an attempt to stop her, but it was too late. The Pegasus flew high in the air toward the cliff. Every pony watched Rainbow fly quickly toward the Pteranodons' nesting grounds.

"I have to go after them," Twilight said, flapping her wings. "The rest of you stay here!"

Twilight takes to the air, while the rest stay on the beach.

"Be careful, Twilight!" Jiminy called out.

Meanwhile, the Pteranodon drew closer to its nest while Spike struggles to get free.

"Let me go!" Spike yelled. "I'm not a lizard, I'm a dragon! Why does nopony see the difference?!"

If the giant Pterosaur could comprehend Spike's words, it didn't give a flying feather about what he said. When the Pteranodon was close, it dropped Spike inside the nest. The little dragon grunting from the impact.

"Ow! Was that really necessary?" Spike asked, watching the Pteranodon fly away. "Hey, where are you going?! You can't leave me here!"

But suddenly, he heard tiny squawks behind him. Spike slowly turns around and sees four baby Pteranodons with their eyes focused on him. Spike didn't like the way they looked at him.

"Uh, hi!" Spike smiled nervously, waving his fingers. "Name's Spike, Spike the Dragon. You probably heard of me? I'm a friend of your mother, great lady by the way. Look, I'd love to stay, but I gotta…"

The Pteranodon chicks fly at him, squawking loudly. They started to peck him with their beaks while he tried to push them away.

"AAAAAAAH!" Spike screamed.

At the moment, Rainbow reached the cliff and began circling around for Spike. After a few seconds, she found him atop the cliff being attacked by Pteranodon chicks.

"Hang on, Spike!" Rainbow yelled. "I'm coming!"

Rainbow flew towards the edge of the cliff, not too far from Spike.

"Spike, jump!"

Spike pushed the Pteranodon chicks away with all his strength, running towards Rainbow. But the chicks pursued him and to make matters worse, the mother returned. She wasn't pleased the food of her children was running away. She screeched loudly in anger and charged at Rainbow.

"Uh oh!" Rainbow said, wide-eyed.

The Pteranodon tried to peck the blue Pegasus, who did her best to dodge.

"Get away from me, you overgrown sparrow!" Rainbow shouted.

She flew away in an attempt to get rid of the Pterosaur, but it chased her. Spike had to deal with the hungry chicks himself. They wouldn't stop until they stripped him of his flesh. They flew toward Spike again, determined to eat him.

"NOOOOOOO!" Spike yelled, covering eyes.

But suddenly, the Pteranodon chicks glowed with a pink aura and stopped moving. Spike uncovers his eyes and sees Twilight, who arrived just before it was too late. The unicorn/alicorn used her magic to stop the chicks while standing on the cliff.

"Twilight!" Spike yelled.

"Spike, come here!" Twilight reached out.

Spike ran towards her while the chicks squawked loudly. The Pteranodon mother pursued Rainbow, when her eyes fell on her babies. She saw the purple unicorn/alicorn doing something to them and her motherly instincts kicked in. She turned her attention toward Twilight, who was busy keeping the chicks in place with her magic field. She never saw the mother fly toward her.

"Twilight, look out!" Spike yelled.

Twilight turns to the sky and sees the Pteranodon approach. She quickly teleports herself and Spike to the edge of the cliff, the attacking Pteranodon was totally confused and looked around.

"We have to get away from here!" Twilight said.

Spike almost fell from the cliff, trying to keep his balance.

"Whoa!"

The Pteranodon heard that and turned around, her eyes filled with anger toward the two Equestrians. Twilight gasped and Spike stepped backwards, making him lose his balance again. But this time he couldn't hold it and fell.

"AAAAAAAAAAHHH!" Spike screamed.

"SPIIIIIIIIIIIKE!" Twilight yelled.

The dragon fell to his doom when a rainbow streak caught him. He stops screaming and discovered he was on Rainbow's back.

"Thanks, Rainbow!" Spike said.

"Hey, I wasn't letting my buddy become bird food or a smear on the rocks," Rainbow smiled.

Twilight watch them fly away, smiling in satisfaction. But she still had to deal with an angry mother Pteranodon, the flying reptile looming toward her with folded wings, screeching loudly at her.

"Uh, hello," Twilight smiled, nervously. "You probably won't understand me, but maybe we can talk things out. You see, you've mistaken my friend for a small reptile. He's a dragon, big difference between the two. You understand why I had to save him, don't you?"

The Pteranodon was still not pleased, screeching at the pony.

"Maybe I can collect food for you and your babies…"

But then the giant Pterosaur pecked its beak on Twilight's cheek. Twilight yelped in pain, falling to the ground and felt a cut on her face. The Pteranodon attacked again with its beak, Twilight screamed and dodged the attacks causing the Pterosaur to hit the ground instead. She dodged a few more times while screaming until she cast a magic shield to protect her. The Pteranodon hit the shield and got totally confused. It hit the shield a field times giving Twilight time to plan.

"I'm really sorry about this," Twilight said.

Desperate, she conjured a barrier that shoved the Pteranodon away. The beast fell to the ground but recovered and flew toward Twilight. But the unicorn/alicorn charged her horn and teleported away, causing the Pteranodon to miss and search in confusion. Twilight teleported herself somewhere below the cliffs, breathing heavily from the experience. She touched her cheek again and felt blood.

During those few minutes, Jiminy Cricket observed everything with his binoculars.

"What do you see, Jiminy?" Applejack asked. "What's happening up there?"

"Looks like Rainbow saved Spike," Jiminy observed. "Oh no, Twilight is in trouble! She's under attack by a Pteranodon."

Every pony gasped in unison.

"We have to help her!" Rarity said.

"I can still try to _talk_ to the Pteranodons," Fluttershy offered.

But no pony heard her amidst all the panic.

"We must go to that cliff!" Applejack insists.

"But how will we get there?" Octavia asked.

"I can fly over there," Fluttershy offered.

But again, no pony listened to her.

"We can't go over the ocean," Applejack said. "It's infested with those giant crocodiles."

"Mosasaurs," Jiminy corrected.

"I've got it!" Pinkie said, excitedly. "Fluttershy can fly over there and talk to those Pteranodons. If all else fails, she can just use the Stare."

"That's just what I was trying to tell you," Fluttershy insists.

But while they were talking, something lurked toward them beneath the water. Vinyl noticed the shadow in the water.

"TURN AROUND!" She yelled.

Every pony turned and suddenly, a small Tylosaurus leapt partially ashore. Every pony screamed and ran backward, but Fluttershy accidentally tripped and fell back. The Mosasaur snapped its jaw in an attempt to eat the screaming Pegasus until Applejack pulled her away. Because it's a water animal, he can't walk on the land but still he tried to catch them. Rarity gave the mosasaur a stiff kick with her hind legs.

"Take that, ruffian!" She shouts.

But this made the dinosaur angrier and just when Rarity turned to run, the mosasaur grabbed her by the tail.

"AH!" She screamed.

The mosasaur used its weight to drift back into the water, dragging the white unicorn along.

"Somepony, help me!"

"RARITY!" Every pony shouts.

Applejack quickly looked around and saw a long thick branch on the sand. She lifts it with her mouth, rushing toward the mosasaur and swiped the branch along the reptile's head.

"Let her go!" Applejack yelled, hitting the mosasaur. "Let her go, you big brute!"

Eventually, the mosasaur released Rarity and growled at Applejack.

"Applejack, look out!" Jiminy said.

"Stand back!" Applejack shouts, preparing her branch.

The mosasaur bit off a part of the branch, causing Applejack to look at it wide-eyed. The mosasaur kept snapping its jaws until Applejack had an idea. She prepared herself until the mosasaur was going to attack again. When it opened it jaws, Applejack quickly shoved the branch vertically in its mouth. The mosasaur couldn't snap its jaws shut, violently shaking its head to get the branch out. Then it used all its weight to retreat back into the ocean. Every pony breathed heavily after that experience.

"Thank you, Applejack," Rarity smiled.

"You're welcome," Applejack said. "But did you really had to kick him?"

During that time, Rainbow was flying with Spike on her back.

"We need to get back to the others!" Rainbow said.

"But what about Twilight?!" Spike asked, looking back.

Rainbow thought for a moment and if there's one thing she won't do is leave a friend behind.

"Let's see if she's still on the top."

As they flew toward the top, several Pteranodon set their sights on her and Spike, Spike looks behind and spots the beasts flying after them.

"We have company!" Spike shouted.

Rainbow looked behind her, gasping in fright. The Pteranodons were getting close.

"Looks like we have to take care of these guys first!" Rainbow said.

They flew in quick circles around the cliff, while the Pteranodons gave chase. She made a few loops in an attempt to lose them. It work well, before the other Pteranodons flew very close to her. One charged in, but Rainbow quickly dodged. Another tried the same attack, but Rainbow dodged again. But then one flew close to her and gave her a hard smack with its head, causing her to hit the cliff wall. Both she and Spike landed on a rock stuck on the wall. In the air, the Pteranodons screeched and prepared to attack the Pegasus and the dragon. They dove towards them, using their claws and beaks to attack.

"AAAAAH!" Rainbow screamed. "Get away!"

Suddenly, the Pteranodons got stung by pink lasers causing them to fly away. Rainbow and Spike recognized those blasts immediately, turning toward Twilight flying in the air with her horn glowing.

"Go!" Twilight yelled.

Seeing their chance, Rainbow flew as fast as she could. But a few more Pteranodons chased her while Twilight struck as many as she could. Spike breathed fireballs at other Pteranodons, startling them into flying away. But there were still two more chasing them.

"Hold tight, Spike!" Rainbow yelled.

Spike held on without question, as Rainbow gathered energy and flew at supersonic speed. Her infamous Sonic Rainboom left a rainbow shockwave behind that struck the two Pteranodons.

"Yeah!" Rainbow shouts, flying over the sea.

Jiminy saw everything through his binoculars, in the meantime.

"It's Rainbow and Spike coming this way! And Twilight's alright!"

Every pony cheered as Rainbow Dash heads over. But she made the mistake of flying low over the ocean, as other predators prepared themselves from the depths. In slow motion, a giant Tylosaurus emerged from the water to snatch Rainbow.

"WHOA!" Rainbow shouts.

Rainbow tried to fly higher, but the mosasaur caught her by the tail and the Pegasus felt herself dragged into the water along with Spike. They both screamed so loud, it drew Twilight's attention as she watch them sink into the water.

"RAINBOW! SPIKE!" Twilight yelled.

Twilight flew towards the spot Rainbow was caught, while the other ponies watch and gasp in horror.

"No! NO!" Applejack said, teary-eyed.

"Oh, how dreadful!" Octavia said, hugging Vinyl.

Fluttershy, Rarity and Pinkie tried to hold back their tears, assuming the worst. Suddenly, Rainbow and Spike swum up to the surface gasping for air.

"Help!" Spike shouted. "Somepony help us!"

"Look, they're alive!" Vinyl said.

"They won't be for long," Jiminy said, looking through his binoculars. "Oh, this is not good. Definitely not good!"

The giant mosasaur swam underneath the cyan Pegasus and baby dragon, looming closer while circling them in a game of cat and mouse.

_To be fair, Rainbow was mistaken for a Pteranodon, but now both she and Spike are in bigger trouble._

If there's one thing worse than swimming with a 60-foot carnivorous reptile, its swimming with its family. Giant Mosasaurs often travel in groups to protect their young, attacking and eating virtually anything that moves: Sharks, turtles, giant squid, even other Mosasaurs. Rainbow and Spike made no sudden movements, silently praying for survival.

Twilight flew as fast as she could, staying high in the air to avoid being grabbed. The sight was extremely frightening for her, as it was for her friends. The giant reptiles kept swimming slowly around them.

"Don't move!" Twilight yelled. "I'll get you out!"

"Hurry up!" Rainbow yelled back.

"Oh, I hope this works," Twilight said.

She charged up her horn, as a glow surrounded both Rainbow and Spike. Twilight used all her concentration and in a blink of an eye, Rainbow and Spike vanished leaving the Mosasaurs completely confused. To every pony's surprise, Rainbow and Spike appear on the beach.

"Dashie!" Pinkie cried.

"Spikey-Wikey!" Rarity cried.

Every pony ran toward them, hugging their friends like they never had before.

"You're okay!" Fluttershy said.

"Ah thought we lost you forever!" Applejack said.

"Well, we're all here," Rainbow sighed. "In one piece… Mostly."

"You're lucky both of you are alive," Jiminy said. "That must have been one frightening experience, being in the water with those Mosasaurs."

"Oh, it was!" Spike nodded. "Not as frightening as being eaten by those chicks."

Twilight soon arrived, rejoining the others.

"Spike!" Twilight cried, hugging him tightly before facing Rainbow. "Thank you, Rainbow!"

"Eh, no biggie!" Rainbow shrugged it off. "Besides being chased by Pteranodons and almost getting eaten by Mosasaurs, we're cool!"

"Oh, good heavens, darling," Rarity spoke to Twilight, worried. "Your face!"

Leave it to Rarity to notice the deep cut along Twilight's cheek, the result of the Pteranodon attack.

"It's okay, Rarity," Twilight smiled. "It'll heal eventually."

They all heard a loud screeching, turning ahead. It was another Pteranodon, heading straight toward the ponies aiming to grab Spike by force. Before he could reach him, a giant Tylosaurus emerged from the water and caught the Pteranodon by the head. It shocked the ponies immediately, especially when the giant reptile took the Pterosaur into the deep blue. Several other Pteranodons flew over the ocean, minding their own business. But their fate has sadly been sealed; in the far future, pterosaurs will surrender the sky to the birds and the Pegasi.

"Oh my!" Fluttershy gasped, covering her mouth with her hooves.

"How awful!" Rarity said, horrified.

"And that, my friends, is called a 'dinner show'," Pinkie says to the camera.

"Like I said before and I quote," Jiminy said. "_Life isn't always easy_."

"Well that's all over now," Vinyl said, satisfied. "I suppose we better keep going if we want to find the sheet music. Least before something else tries to eat us."

But then, they heard a roar in the distance. They look around to find the source when they heard it again, it was coming from the jungle. The creature who made the roar was far away, but it made every pony very uncomfortable.

"What was that?" Fluttershy asked, nervously.

"Sounds scarier than a dragon and just as big," Rainbow said, as she heard the roar again. "Maybe too threatening for a Hydra… And that roar is too loud for a Manticore."

They heard the roar once more, shivering in fear.

"I'd say it could be a big old… Buggy-eyed… Sharp-toothed… Tyrannosaurus!" Rainbow said, fearfully.

"TYRANNOSAURUS?!" Every pony shouts.

"Which way do we run?" Rainbow asked.

"Where do we hide?" Spike asked.

"What do we do now?" Rarity asked.

"Don't panic, every pony," Twilight said. "If it is a Tyrannosaurus Rex, it's too far away. As long as we don't go into the direction of the roar, we'll be fine."

"We were just attacked by flying and swimming reptiles," Rainbow argued. "You want us to go inside that jungle where the dinosaurs are? In the lion's den?"

"Yes, we're going into that jungle," Twilight states. "For the moment, there's no other way."

"What if they'll try to eat us?" Octavia asked.

"They won't," Twilight answered. "There might be a few predators but Deems said most of the dinosaurs are vegetarians. Believe me, everything's going to be fine."

The Equestrians look at each other with worry and doubt.

"Alright, Twilight," Applejack said. "We believe you."

"Every pony ready?" Twilight asked.

Every pony nodded and agreed, if not reluctantly.

"Then let's move, every pony," Twilight said, going into the jungle. "This way."

The other Equestrians and Jiminy Cricket slowly followed Twilight.

"Ooh, any pony up for a little game of 'I Spy'?" Pinkie asked, giggling. "Spoiler alert: If I spy something purple and papery, it's the missing sheet music!"

Every pony groaned as they moved on.

"This is just like the time we left Equestria to stop the Storm King," Rarity said.

"The Storm King?" Jiminy Cricket asked.

"I'll tell you about it later, darling… But it's not a pretty story."

* * *

The dark, steamy jungle brought no comfort for our pony heroes. They've been walking for almost half an hour, maybe longer. So far, they haven't encountered any dinosaurs or other creatures. But they haven't found the sheet music either. This jungle was already getting on Rarity's nerves.

"We have to search for a piece of paper in some messy jungle filled with plants, bugs, and mud!" Rarity whined, struggling through the plants. "Why do things like this always happen to me?!"

"Do you always have to whine each time we travel through a forest or jungle or any natural environment?" Applejack asked, irritated.

She and the rest struggled through the plants as well. Pinkie even cut some plants with a knife, wearing a hat that made her look like an adventurer.

"Excuse me if some ponies don't like being dirty, Applejack!" Rarity replied.

"I'm not too thrilled around here, myself," Octavia spoke up. "There could be a predator lurking behind those trees, ready to pounce any minute!"

"No sweat, Tavi," Vinyl said. "As long as I'm around, nothing's gonna hurt you."

"Yeah, no predator's eating us!" Rainbow said, air boxing. "They won't stand a chance against me!"

"You mean when you were almost eaten by a giant crocodile?" Applejack asked, sarcastically.

"Hey, he caught me off guard that time!"

Spike looked around until he bumped against a stump, hitting him in his _special_ place.

"OH!" He yelled, covering the spot with his hands.

"Careful, Spike," Pinkie called, slicing the plants. "There's a stump right there."

"Not anymore," Spike wheezed, bending over.

Meanwhile, Rarity was having trouble with all the flora in this realm. Suddenly, she trips over a rock and her face lands on a spider's web.

"Ow! AAAH!" Rarity screamed, trying to get the web off. "Take it off! Take it off!"

The Equestrians heard the fashionista and rushed toward her, as she tried to pull the web off her face. Applejack held her still while Twilight and Vinyl used their magic to make the web disappear. Once it was off her face and mane, Applejack released her.

"There's something in my hair!" Rarity cried, dramatizing. "I know there's something in my hair!"

"Rarity, nothing's in your hair!" Twilight said, irritated.

Eventually Rarity calms down, taking deep breaths.

"Thank you."

She was about to move on, when she froze stiff.

"There's something on my back!"

"Rarity, it's probably just a leaf!" Applejack sighed frustrated. "Turn around."

Rarity slowly turns around and to every pony's shock, there was a huge spider on her back.

"Uhhh…" Applejack began.

Applejack tried to think of something so Rarity wouldn't scream. She silently motions for Fluttershy to get the spider off Rarity's back. Fluttershy nodded and quickly plucked the spider off placing it somewhere safe.

"See?" Applejack said. "Just a leaf. Now will you please be quiet? Your screams and whining will attract every predator for miles!"

"Easy for you to say," Rarity pouts. "You're not getting spider webs in your face or insects in your mane. Ooh, I HATE this jungle!"

Applejack rolls her eyes, takes a deep breath and keeps walking.

"Psst! Look what I found, every pony!" Jiminy said, pointing toward the bush.

The rest follow him and peak behind the bush. They soon discovered a big swamp, the water reaching a few meters away from another part of the prehistoric jungle. It was filled with life, with dinosaurs coming here to rest, eat and drink. Our heroes received quite a view of these ancient creatures from the crocodile-like Nothosaur to the heavily armored Ankylosaurus taking a nap near the water's edge.

"Wow!" Rainbow gasped. "Look at those!"

"What kind of dinosaurs are those?" Twilight asked, pointing out.

"Those that look like crocodiles are Nothosaurs," Jiminy explained. "They're predators from the Triassic era, but not very threatening. They mostly hunt in the ocean and rivers and, like all marine reptiles, they need to breathe air. The big one that's sleeping is an extraordinary dinosaur I always wanted to see in real life. The Ankylosaurus, the herbivore specialized in defense. He's evolved to withstand attacks from giant predators like Tyrannosaurus. An Ankylosaurus weighs 7 tons and is so heavily armored even his eyelids are hardened. If that isn't enough, just look at its tail."

Every pony observed the Ankylosaurus' tail, seeing a big knot at the end.

"Whoa!" Spike said. "That looks like a club!"

"That's because he uses his tail as a club," Jiminy explained. "One blow from that can break your bones, or even kill you. Better not threaten this guy."

"This dinosaur is like a tank," Rainbow said, smiling. "Just like my tortoise Tank. Unstoppable."

Sadly, they knew not even these magnificent creatures had any defense against the natural forces aiming to suffocate their world. Suddenly, they saw some kind of sail moving and took a closer look. True, there were creatures less threatening and from which they should be extra careful, but some took a new name of being scary and intimidating. From the bush, the Equestrians discover whom the sail belonged to: A giant lizard walking on four legs, the big sail was on its back. This was Dimetrodon, a ruthless carnivore, one of the biggest reptiles on Earth. There were two of them. One yawned showing its very sharp teeth, the other ate a young Nothosaur. These hulks of 250 kilograms are not related to dinosaurs, they're much older reptiles. They're actually a species known as 'mammal-like' reptiles being more related to mammals… And humans. Our heroes couldn't believe what they were seeing.

"What are those?" Applejack asked.

"Shh!" Jiminy hushed. "We better walk away… Slowly."

The others obeyed Jiminy without question, slowly backing away so the predators don't see them.

"Those are Dimetrodons," Jiminy explained, when it was safe. "Vicious carnivores often mistaken for dinosaurs. They lived long before the dinosaurs, during the Permian era, and became extinct during that time. They're more related to mammals than reptiles. The sails on their back are used to absorb and release heat to attract a mate. If you wanna stay alive, better to leave right now because those things run up to 15 to 20 kilometers per hour and have a strong bite force."

Every pony gasped in fear, causing one of the Dimetrodons to sniff the air. It caught their scent.

"They're picking up our scent now," Jiminy said. "We have to move farther."

Every pony was about to turn the opposite direction but stumble into a shocking surprise in front of them: Another dimetrodon. It was walking around, minding its own business. But once it made eye contact with the Equestrians, it made a threatening growl. The ponies, dragon and cricket froze stiff.

"Run," Jiminy whispered. "RUN!"

They all ran as fast as they could. The Dimetrodon tried to grab one with its jaws but missed. It growled viciously and pursued them. The two other Dimetrodons saw what happened and chased the Equestrians as well. Our heroes ran as fast as they could through the jungle.

"WHY DO WE ALWAYS HAVE TO BE ON TOP OF THE MENU?!" Spike yelled, running as fast as he could.

"Keep running!" Jiminy yelled. "Don't look back!"

The giant reptiles kept chasing, drawing closer. With energy stored in their sails, they could keep running without taking a rest. The Equestrians kept running until suddenly, Octavia tripped and fell to the ground.

"Ow!" Octavia said, clutching her ankle.

Every pony looked behind them, gasping in fright.

"Octavia!" Twilight shouted.

"Tavi!" Vinyl yelled.

Octavia tried to get up, but her ankle hurt and the three Dimetrodons were getting very close.

"Tavi, get up!" Vinyl shouted again.

The grey Earth pony looked behind her and gasped in horror. She looks around and spies a big hollow log. She limped towards it and ducked inside. She breathed heavily, trying to look outside, but the head of one of the Dimetrodons appeared. Octavia screamed for her life, while the giant reptile tried to get her with its jaws. She tried to get out of the log, but another one appeared on the other side trapping her. The first Dimetrodon bit off chunks of the log to get closer, while the second waited from the other side. The Equestrians could only watch helplessly, as the Dimetrodons paid little attention to them… For the moment.

"She's in trouble!" Vinyl said. "We gotta save her!"

"How are we gonna do that?" Applejack asked.

Vinyl began to think and saw a few rocks on the ground. She picked one up and turned toward the Dimetrodons attacking her friend. Octavia kept screaming while the Dimetrodons tried to reach her.

_As I said before, despite their reptilian exterior, Dimetrodons are more related to mammals. The evidence lies in their legs and, more importantly, their teeth. The beast has two kinds of teeth in its jaws: Sharp canines for stabbing and jagged teeth for cutting. When its mouth snaps shut around a prey, Dimetrodon slides its lower jaw backward to slice the meat. We humans would inherit the same meat-eating teeth. Octavia wouldn't stand a chance if her friends didn't save her in time. Okay, end of lesson! _*Clears throat*

The situation was pretty dire for our grey Earth pony. The Dimetrodons kept reaching for Octavia, biting off pieces of wood, snapping their jaws and shaking the log. But suddenly, a rock hits one of the giant reptiles, drawing its attention and stopped attacking. It turns around and spies a strange pony with sunglasses and a rock in her hoof.

"Leave my friend alone, you oversized goanna!"

Vinyl hurls another rock at the Dimetrodon, while Applejack helped by kicking rocks with her hind legs like bullets. The rocks pelted the Dimetrodons and they roared angrily.

"Come over here if you dare!" Rainbow Dash mocked.

"Yeah, we're much tastier than her!" Pinkie said.

Every pony faced her.

"What? We're distracting them, right?"

The Dimetrodons decided to leave the grey Earth pony alone, pursuing the others. All the Equestrians, except Twilight and Vinyl, ran away. Twilight used her magic to teleport both her and Vinyl toward the log while the Dimetrodons chased the others. Octavia stopped screaming and was scared to look, when she took a few steps to see what happened until…

"Hey!" Vinyl popped out of nowhere.

Octavia gave a small yelp, then gasped in relief.

"You alright, Tavi?"

"Yes… Fine," Octavia said, taking deep breaths. "Don't scare me like that!"

Vinyl just shrugs as she lifts Octavia out of the log.

"Come on! The others are still being chased by those predators. We gotta help them."

"Alright girls, gather around," Twilight said.

Vinyl and Octavia huddled close to Twilight, who used her magic to teleport them away.

Meanwhile, the others ran away as the Dimetrodons came closer. The Equestrians screamed for their lives. Suddenly, one Dimetrodon grabbed Fluttershy by the tail and hurled her toward a tree. She bumped against it and passed out.

"FLUTTERSHY!" Every pony yelled.

One of the Dimetrodons stalked toward her, preparing to eat her. But the other beast, who caught her, shoved the other away wanting to eat her instead. The Dimetrodons growled toward each other and a fight ignites between the two. They scratch and bite each other, fighting to win over Fluttershy as their next meal. Eventually the other Dimetrodon seized the chance to eat Fluttershy, its jaws open dripping saliva from its teeth and drawing closer to the unconscious Pegasus. Suddenly, a magic beam struck the Dimetrodon in the face, the beast roaring in pain. It growled as it turned toward Twilight Sparkle, a serious tone on her face and her horn glowing.

"Nopony eats my friends!" Twilight shouted.

The same Dimetrodon roars, as Twilight Sparkle, Vinyl included, fired magic beams toward the giant reptile. As the Dimetrodon went after them, Rainbow quickly saved Fluttershy while the others were distracted. The last Dimetrodon ran toward Twilight, Vinyl and Octavia, but Twilight's horn glows and they teleport away. The reptile, totally confused, didn't notice the three ponies appear before the remainder of the group.

"Come on, let's go!" Twilight shouts.

The Equestrians ran away while the Dimetrodons were busy. They didn't dare look back, running through the jungle praying the predators weren't following them. Eventually, Applejack was brave enough to glance behind her.

"I think we lost them," Applejack said.

Suddenly, she, along with the rest, bumped into something hard and plopped to the ground backwards.

"Ow," Pinkie cried, rubbing her nose. "That hurts!"

"Did we bump against a rock?" Spike asked.

They slowly look up and, to their surprise, it was no rock at all. It was a dinosaur, a big one too, turning around with a low growl. The dinosaur had a big frill on the back of its head with three horns, two long ones above its eyes and a small one on its snout, and a birdlike beak. The Equestrians, shocked and amazed by its appearance, stood still until a roar caused them to look behind them. Two of the Dimetrodons, the third either killed during the fight or chased away, found the ponies.

_Not only could these monsters run, but Dimetrodons have a sharp sense of smell._

"Oh no," Octavia said, softly.

The Equestrians were stuck between a rock and a hard place, as the dinosaurs roar and growl at each other.

"Let's get out of here," Jiminy suggests.

The Equestrians ducked toward a bush. Just as the Dimetrodons were in pursuit, they had bigger problems. From the bushes, the Equestrians witnessed the three-horned dinosaur confronting the Dimetrodons, roaring until one Dimetrodon was brave enough to charge. The three-horned dinosaur pushed the Dimetrodon aside with all its might, drawing the other into the fight. The Dimetrodons charged while being wary of the opponent's long horns. One of them tries to attack the head, while the other aims for the side. The three-horned dinosaur stomps aggressively with its feet, lunging its horns in attack position. One of the Dimetrodons snagged a bite off the side, making the dinosaur roar loudly. The Equestrian gasped as the Dinosaur started bleeding but amazed it wouldn't go down.

"Shouldn't we help him?" Spike asked.

"What can we do?" Vinyl asked. "We barely escaped those jerks."

Twilight thought fast, using her magic beams to blind one of the Dimetrodon's eyes, making it stumble and roar madly. The distraction gave the three-horned beast the chance to recover, using its long horns to create big holes in the sail of the first Dimetrodon and stabbing the giant reptile's side with the smaller horn. The Dimetrodon roared in pain, as the three-horned beast roars loudly toward the two predators, challenging the two. As the wounded Dimetrodon limped away, the other seems to realize this was a fight they can't win and ran away. The three-horned dinosaur watched them flee, roaring in victory.

"That was so awesome!" Rainbow said. "What is that dinosaur?"

"That, Rainbow, is a Triceratops," Jiminy said, proudly.

"Is it a carnivore?" Octavia asked.

"Nope, herbivore actually," Jiminy answered. "Late Cretaceous to be specific; I always wanted to see one of those. When scientists discovered the fossils, they named them _Triceratops Horridus_, which means 'horrid three horned face'. How could they? They are gorgeous creatures."

"Well, it is quite a sight to behold," Rarity said.

"I like it," Applejack said. "It's like a big cow."

"Or a big rhinoceros," Pinkie said.

"A full-grown Triceratops can weigh about eight tons," Jiminy continued. "There are lots of dinosaurs from the same family as Triceratops. They're prey animals for T-Rex, but they can defend themselves with those horns like we just saw."

Jiminy Cricket was right; a full-grown Triceratops is far from defenseless. Beside the horns, its frill is made of solid bone. Suddenly, the Triceratops sniffs the air and picked up a scent leading him toward the bush the Equestrians were hiding.

"It's coming toward us," Spike whispered.

"Shh, don't move," Octavia whispered. "Maybe it'll go away."

The Triceratops looked through the bush and found the Equestrians. They gasped in fright but stayed perfectly still as the beast sniffed them for a few minutes. He gave a low growl and walks away, much to our heroes' relief.

"For a minute, I thought it was going to hurt or eat us," Rarity sighed.

"Like I said, it's a vegetarian like us," Jiminy replied. "The reason he didn't see us as a threat is that you ponies are mammals. The only mammals dinosaurs knew in this time were small rodent-like creatures, man's earliest ancestors. If you have the scent of a mammal, we'll definitely be safe from the herbivores."

"Well, that's good," Applejack said.

"So, the only thing we need to worry about are predators?" Rainbow asked.

"Yep, but we should be careful and not startle the herbivores," Jiminy advised. "We wouldn't want to challenge them."

"Don't worry, we'll be careful," Twilight assures. "Won't we, girls?"

"Uh-huh," Every pony nodded in unison, watching the Triceratops venture deep into the jungle.

"You know, ever since I was young, this dinosaur has always been my favorite," Jiminy replied. "Now I see it's the most beautiful thing in the world."

Every pony nodded in agreement.

"Where is it going?" Fluttershy asked.

"We better follow it," Jiminy said. "It's probably going to a place where most dinosaurs are, maybe to its herd."

"Dinosaurs live in herds?" Twilight asked.

"Most of them," Jiminy nodded. "Some predators even hunt in packs."

Twilight gulped when he said that.

"Guess that makes the Triceratops our personal bodyguard," Applejack chuckled. "But seriously, we should follow him."

"Let's go, every pony," Twilight said.

Together, they stayed close to the big dinosaur, when Jiminy Cricket spotted another dinosaur behind the trees. This one was small, maybe an infant.

"Look, behind those trees!" Jiminy points out.

They all saw the dinosaur, but it wasn't looking at them.

"What kind of dinosaur is that?" Vinyl asked.

"That's a Troodon, I've read about that one in my book," Jiminy explained. "When people discovered the fossils, it was the first dinosaur ever described in America. It's a predator that belongs in the same family as the Velociraptor, known as the dromaeosaur family. Those are predators you absolutely don't want to meet. Like all raptors, they got that big claw on the back leg of each foot. Luckily, Troodon don't use these claws to kill like its other family members. They're mostly scavengers and use those claws to hold down carcasses to strip away bits of flesh. Relative to their size, they are very clever animals with the biggest brains of any dinosaur around."

"They must be smarter than _you_, Twilight," Rainbow smirked, playfully.

"Ha-ha-ha," Twilight faked laughed. "Let's not get carried away."

"That one is probably a juvenile," Jiminy observed. "Adults are about as big as ponies. This one looks like it's hunting something."

True to his word, the Troodon snuck up a tree toward one of the most bizarre yet very unique dinosaurs ever discovered. The Archaeopteryx, the missing link between reptiles and birds. It can climb trees like reptiles, but it's covered with feathers like a bird.

"It looks like some kind of lizard bird," Spike said. "Or… 'Bird-Lizard'?"

"It's actually both," Jiminy corrected. "That is an Archaeopteryx, another rare creature. The name means 'old wing' and is considered both a dinosaur and a bird. Just like Troodon, Archaeopteryx belongs to the dromaeosaur family. They're predators as well, but they only eat small reptiles, mammals, amphibians… But mostly insects. What's also unique about this creature is they could fly, but only for short distances. One reason is its big bony tail. Believe it or not, this dinosaur and all other carnivorous dinosaurs are ancestors of modern-day birds."

Every pony faced Jiminy with surprise and confusion.

"Say what now?" Rainbow asked, confused.

"Look at the way they move and react," Jiminy points out. "Doesn't that remind you of a bird? In later years, people discovered lots of fossils of carnivorous dinosaurs and many were discovered with feathers, mostly raptors like Troodon. That was part of the proof birds are related to dinosaurs."

"Amazing!" Applejack said, astonished.

"Incredible!" Fluttershy said, just the same.

After this trip, Fluttershy will never look at birds the same way again… In some moments.

"So that means dinosaurs aren't really extinct?" Rainbow asked.

"No, the dinosaurs will sadly be extinct," Jiminy said. "But they'll leave their small flying descendants behind."

They watch as the Troodon slowly stalks toward the Archaeopteryx perched on a branch. It was about to pounce, when the Archaeopteryx saw what it was about to do and quickly flew away. The Troodon missed his chance.

"That was close," Vinyl said.

"Come on," Twilight ushered. " Let's move on."

They continued the path where the Triceratops went. As they travelled further the Troodon eyed the group. For the moment, he wasn't interested in them.

After a few minutes, our heroes arrive in a huge valley. Not all of the landscape is covered in jungle and forest. There were lakes, swamps and sometimes fern prairies. It was in this valley where the titans roam, dinosaurs like Stegosaurus with its distinctive row of spinal plates. There were other unique specimens, but none had a larger impact on this ancient environment than the biggest of them all: The Sauropods. There are many different types of these long-necked giants. The first the Equestrians spot were a big herd of Apatosaurus eating water grass in a huge lake. These animals were living in a warm, tropical climate with no ice caps in the North. Flowers and broad-leaved trees had yet to evolve, some would only appear during the Cretaceous period. Yet still, the valley was quite a sight to behold.

"My friends, welcome to the reign of the dinosaurs," Jiminy introduced.

"Wow!" Rainbow gaped, amazed.

"Cool!" Vinyl said.

"Formidable!" Rarity declared.

"And fierce!" Applejack added.

"And so… Scary," Pinkie said.

"Huh, almost feels like I'm home," Spike smiled.

Twilight overlooked the multiple dinosaur herds with wonder and a smile.

"They move in herds. They _do_ move in herds."

"Quite a sight, eh?" Jiminy asked.

"You said it," Applejack nodded. "Look at the size of those things!"

"Those long-necked dinosaurs are, no doubt, Apatosaurus," Jiminy explained. "They're in the sauropod family, which contains all dinosaurs with long necks and are the biggest herbivores on the planet. One of the reasons they're massive is their big guts. They eat whole leaves that pass through there and the stones these dinosaurs swallow help grind their food down. This way bacteria ferments it and releases nutrients."

"Those Apatosaurus must have a pretty big appetite," Pinkie said.

"If we had those in Equestria, they'd eat all mah apples," Applejack said.

Twilight watched the big dinosaurs eat the water grass, while some took the grass from the other's mouth. There was one Apatosaurus, who pulled himself away from another, wanting some of the water grass in its mouth.

"Hmm… Looks like they need a little lesson in friendship," Twilight observes. "Come on, every pony."

Twilight slowly approaches the herd. The hungry Apatosaurus wanted a bite from that delicious food, but its herd member refused to share.

"Excuse me, sirs… Or ma'ams."

A voice drew their attention, looking down toward nine colorful creatures they've never seen before. They couldn't see Jiminy Cricket due to being very tiny.

"I couldn't help but notice you two have a friendship problem that involves sharing," Twilight said, looking up.

The two giants lower their heads for a better look at these strange little creatures. They sniffed at them curiously, while the Equestrians stood still.

"Curious types, aren't they?" Rarity said, with discomfort.

Pinkie couldn't help but giggle when they sniffed her mane. They also sniffed at Spike and while they could smell he's a predator by nature he didn't pose a threat. A third Apatosaurus appears, observing the ponies with equal curiosity. It lowers its head, sniffing Octavia, who felt a little uncomfortable.

"It's okay, Octavia," Jiminy said. "They won't do anything."

Eventually the dinosaur stopped sniffing and licked Octavia, drenching her in saliva and making her mane stick up.

"Except that," Jiminy points out.

"Ew…" Octavia shuddered, engrossed by the dinosaur's saliva.

"Guess I'm not the only one who likes you," Vinyl chuckled.

She places her arm around Octavia, wiping the saliva off. She stops to look at Octavia's mane.

"Hmm… That's actually not a bad look. I'd keep it."

"Charmed," Octavia said, straightening her mane.

Fluttershy couldn't believe what she was seeing, a species of giant reptiles no pony or human has ever seen. While they remind her of dragons, seeing the herbivores in herds and being gentle toward her and her friends put a smile on her face. She saw something that caught her eye and wanted to explore. When no pony was looking, Fluttershy walked over for a quick peek. Hopefully they won't be mad at her.

"Pretty neat," Rainbow said, patting one Apatosaurus. "What do you think, Flutters?"

But when she turned, Rainbow saw Fluttershy was nowhere to be seen.

"Fluttershy?" Rainbow called out, looking around. "Fluttershy! She's gone!"

"What?" Twilight turned around, worried. "Where did she go?"

"I don't know!" Rainbow said. "She was here a minute ago."

"We should split up and find her," Twilight suggests. "Let's hope she's not eaten by a carnivore."

They split into pairs: Applejack with Rarity, Rainbow Dash with Vinyl, Pinkie with Spike, and Twilight with Octavia. Jiminy decided to tag along with Twilight. Rainbow flew in the air, looking around, but so far found nothing.

"I don't see her!" She shouts out.

Pinkie somehow climbed atop of an Apatosaurus, sitting on its head. She brought out her binoculars to see if she can find Fluttershy.

"I also haven't found her!"

"Then keep looking!" Twilight shouts back. "I'm going to help these dinosaurs first."

"Aye aye, oh fearless leader!" Pinkie salutes.

Pinkie slid down the dinosaur from the head to the tail like a slide.

"Yabba Dabba Doo! Wheeeeee!"

Twilight watched her slid off the tail, flying through the air and land in a bush. Pinkie couldn't help but giggle.

"You gotta try this, Twilight!" Pinkie said. "They're like big slides!"

Twilight rolled her eyes, shaking her head. She then turns her attention to the dinosaurs, while her friends searched everywhere.

"Hmm… If I were Fluttershy, where would I be?"

* * *

Meanwhile, Fluttershy strolled through the jungle's marsh. She explored the environment hoping to see more dinosaurs. All that walking and adventuring eventually made her thirsty. She takes out her flask from her saddle bag for a drink but found only a few drops left. It probably wasn't smart to go alone without telling her friends, she should've asked Rainbow Dash to come along. At the very least, she should've checked if she had enough food and water. Suddenly, she heard something walking in the jungle and ducked behind the bushes. She didn't know if it was a predator, so she watched quietly.

She'd get her answer when a pack of Ornithomimus marched through the jungle. These herbivores walked on two legs like humans and birds. They had a long neck, small clawed front hands, long hind legs, a long tail and a bird-like head that made them resemble ostriches. They walk towards a pool of water for a quick drink. Despite looking like an ostrich, Ornithomimus, meaning 'bird mimic', have more in common with Donald Duck than emu.

_But it will be awhile before she meets Donald Duck… I'll get to that later._

Anyway, these dinosaurs also have no teeth. The inside of their mouths are rough, similar to ducks and geese. When Fluttershy spots one eating plants, while the others drank from the pool, she knew it was safe to walk free. Her water flask is still empty, so she approached another pool to fill it.

The Ornithomimus saw the yellow Pegasus walk toward one of the pools and felt she wasn't a threat, so they kept drinking. Fluttershy fills her flask with water and placed it back in her saddle bag. She decides to have a drink from the pool itself and save her flask for later. She lowers her head and drank as much as she could.

She still had to be wary; predators could be hiding behind trees and bushes without her knowing. It would've been dangerous if she would have drunk water from a lake, due being infested with giant crocodiles. She also needs to watch for her friends, knowing she could be lost. These water pools and all this greenery could attract larger dinosaurs.

No sooner, Fluttershy felt tremors underneath her hooves and stopped drinking. Her head slowly rose while water drips down her chin. She also heard rustling in the bushes and slowly turns around. Out of nowhere appeared a big dinosaur that gave a low growl: A seven-ton male Stegosaurus. He, too, is a herbivore, but very dangerous. The large plates on his back, causing a few Compsognathus to fall from a branch and land on its back and tail, primarily are there for display. It is the meter-long spikes on his tail that make him so lethal. These he can wield with devastating effect when threatened, despite having a very small brain for his size.

The dinosaur notices Fluttershy and slowly approaches her. She gasped when the beast approached her, but something inside her said it's a friendly giant. The dinosaur stopped in front of her, looking curiously and gave a soft growl.

"Um, hello," Fluttershy greeted, nervously.

The Stegosaurus sniffed at her, giving a soft growl as if complimenting her.

"Oh, thank you," Fluttershy smiled. "My hair does smell like berries."

The Stegosaurus gave another soft growl, as if questioning her.

"Oh, yes. I understand the language of all kinds of creatures, even if yours is a bit ancient. My name is Fluttershy; what's your name?"

The Stegosaurus replies with a friendly growl.

"Thank you. It's nice to meet you, Charlie."

"Fluttershy!"

The yellow Pegasus recognized that voice in the distance, a little too well.

"Fluttershy! Where are you?!"

"I'm here, Rarity!" Fluttershy said.

Rarity appears from the bushes, brushing the leaves off her mane before turning her head behind her.

"Applejack go get the others! I found her!"

She turns around, pushing through the bushes while removing the remaining leaves.

"Uh, this jungle is doing a number on my mane," Rarity complained, facing Fluttershy. "Fluttershy, darling, why did you run away? We thought you were lost or worse!"

"Oh, I'm sorry for leaving without telling you," Fluttershy said. "I didn't mean to worry you; I just couldn't resist taking a look around."

"It's quite alright," Rarity understood. "Just make sure to let us know where you're going next time."

It was then Rarity took notice of the Stegosaurus, who eyed her curiously.

"Who's this? A friend of yours?"

"Oh, this is Charlie," Fluttershy introduced. "He's a… Um… What are you, Charlie?"

The dinosaur responds with a soft growl.

"He's a stegosaurus, which means 'roof lizard'. Charlie, this is my friend Rarity."

The dinosaur gave a soft growl towards the fashionista.

"He said it's nice to meet you," Fluttershy translated.

"Charmed," Rarity replied.

The Stegosaurus gave a few soft growls.

"We come from Equestria," Fluttershy explained. "It's a land where tons of creatures like us live. It's not anywhere around here. We're actually ponies. I'm a Pegasus and Rarity is a unicorn."

Rarity waves her mane, showing off her elegance. For the giant herbivore it was interesting since he never saw hair before. He tilts his head forward and puts his nose close to Fluttershy's mane to sniff again. Hers felt soft and snug, it truly smelled like berries. This made Fluttershy giggle, as he took his snout away and moved over to Rarity's mane. At first, Rarity had no idea what to make of this, but she giggled as the dinosaur sniffed and felt her hair deciding to go along with it.

Eventually, Charlie gives a soft growl.

"He says your mane is just as snug and pretty as mine," Fluttershy translated.

"Why, thank you, darling," Rarity speaks to Charlie.

But after smelling Rarity's hair, the Stegosaurus' nose suddenly felt tickled, like he inhaled some dust. Charlie leans himself away from Rarity and sneezed, unintentionally covering her in dinosaur snot and boogers.

"AAAAAAAAAAAHHH!" Rarity screamed "EWWW! EWW! EWW! EWW!"

Rarity ran in various directions, as Fluttershy and Charlie looked on, both shocked at what happened. Just then, before Rarity felt she was having a heart attack, she spots a small pond not far from the three. Without second thoughts, she jumped right into the pond with a SPLASH!

Rarity rose from the water, gasping.

"Some pony bring me some hoof soap and a towel!" Rarity shouts. "Stat!"

As if fate immediately answered her request, Pinkie pops out of nowhere beside the pond, carrying everything Rarity needs including shampoo.

"Here you go, Rarity," Pinkie said.

Pinkie hands Rarity the soap and shampoo, while leaving the towel next to the pond.

"Thank you, Pinkie!" Rarity sighed.

Pinkie watches Rarity squirt shampoo in her mane and scrubs violently. For a moment her eyes see Fluttershy.

"Oh, hi Fluttershy!" Pinkie smiled, turning away.

But suddenly, Pinkie's eyes widen and turns back to Fluttershy, who quietly waves back.

"FLUTTERSHY?! Girls, she's here! Fluttershy is A-Okay!"

The rest of the group appear, relieved to see Fluttershy unharmed.

"Thank goodness," Twilight sighed. "We thought something bad happened to you."

"I'm okay, girls," Fluttershy said, presenting Charlie. "I just made a new friend."

"Well, I'll be," Jiminy said, wide-eyed. "You found a Stegosaurus."

"Actually, it was the other way around," Fluttershy said, smiling toward Charlie.

"A Stegosaurus?" Octavia asked.

"It's a herbivore that's most recognized for the plates on its back," Jiminy points out. "That spiked tail is his weapon."

"Every pony, I'd like you to meet Charlie," Fluttershy introduced. "Charlie, these are my other friends: Twilight, Applejack, Rainbow Dash, Pinkie Pie, Octavia, Vinyl, Spike and Jiminy."

The Stegosaurus gave another soft growl towards the group.

"He says it's very nice to meet you," Fluttershy translated.

"You can communicate with dinosaurs, as well?" Jiminy asked. "Now I am completely impressed."

"It's great you've made a new friend, Fluttershy," Twilight said. "But next time, please tell us where you're going."

"I'm sorry I didn't tell you," Fluttershy said, in shame.

"It's okay, Fluttershy," Twilight said.

Rainbow turns toward Rarity, who was scrubbing her body with soap and shampoo.

"What happened to you?"

"You don't wanna know," Rarity said, then turns. "Do you mind?!"

Rarity submerges into the water, while Rainbow rolls her eyes.

"Did it involve something messy?" Applejack asked Fluttershy.

"Yes," Fluttershy nodded.

Rarity burst from the water, the soap washing down her body as she rose and swished her mane back and forth. Spike couldn't help but fall in love once more. She leaves the pond, shaking herself dry like a dog and wraps herself in a towel before approaching the others.

"Nothing that a little bath can't fix," Rarity sighed.

The Stegosaurus gave a soft growl.

"He said he's really sorry," Fluttershy translated. "He couldn't help it."

"That's quite alright, Charlie darling," Rarity said. "Things like that happen."

Charlie gave another soft growl.

"Charlie would like to show us the valley," Fluttershy translates. "There's some other dinosaurs he'd like us to meet. He'll be happy to lead the way."

"Great!" Jiminy said. "With enough luck, maybe the sheet music is there."

"I suppose we should follow Charlie," Twilight nodded. "Since he knows this place better than us."

"Lead the way, Charlie," Fluttershy said.

The Stegosaurus gave a low growl and went in front, as the group followed behind. Our heroes were in luck to have a giant herbivore specialized in offense, this way they won't have more trouble with carnivores. They walked through the jungle for almost 20 minutes, safe at last.

"Um, Twilight?" Fluttershy asked. "How did the Apatosaurus react on your friendship advice?"

"Pretty well, actually," Twilight answered. "After Octavia and I showed a demonstration, they listened and immediately did the same thing. The rest of the herd are surprisingly fast learners."

"It was all elementary," Octavia replied.

"You can say that again," Vinyl said.

"It was all elementary!" Pinkie repeated.

The two ponies look at Pinkie in confusion. Suddenly, a trumpet-like sound drew their attention.

"What was that?" Rarity asked, worried.

"Sounds like another dinosaur," Spike assumed.

"It's coming from over there," Rarity points to her right. "I would like to know what that was."

"Maybe we should take a look," Vinyl said.

"Charlie, do you mind if we make a detour?" Fluttershy asked.

The Stegosaurus gave a friendly nod.

"Come on, every pony!" Applejack said.

Together, they all stroll through a few bushes to determine what dinosaur made that sound.

When they emerged, they discovered which creature made that sound. A large, slender male dinosaur with a curved chest at the back of its head eating a plant. It didn't take long before another one, probably female, appeared. It wanted a bite from the plant in the male dinosaur's mouth; unfortunately, it didn't get a chance. The white unicorn was quite fascinated by these herbivores.

"Oh my," Rarity gasped. "What magnificent creatures!"

"They sure are something," Applejack nodded.

"Jiminy, what dinosaurs are those?" Rarity asked.

"I've seen fossils of those," Jiminy observed. "They're Parasaurolophus, from the Hadrosaur family, the most common group of dinosaurs in the Cretaceous period. They use those duckbills for grinding vegetation. These herbivores walk on four legs but run on two. Those crests, which they were known for, are used for display and make sounds for communication."

"Amazing!" Rarity said.

"They're quite big," Octavia observed.

"About ten meters over thirty feet long," Jiminy measured. "And five to six tons at weight."

The two Parasaurolophus began making the same sounds toward each other. Their distinctive voices go down to their hollow crests.

"Such beautiful sounds they make," Rarity admired. "I wish I could talk to them the way you do, Fluttershy."

"Hmm…" Jiminy thought, a finger on his chin. "Maybe there is. Hey Twilight, can I borrow one of your big shells?"

"Sure," Twilight said. "What are you going to do with it?"

"Oh, you'll see," Jiminy winked, smiling.

Twilight used her magic to take one of the big seashells, which they've collected off the beach, from her saddle bag. She hands it to Jiminy, as he strolls toward a log. He hit the seashell softly on the log to make a hole in it.

"Rarity can sure have fun with this," Jiminy replied. "Just need to modify it here… And here…"

Now Rarity is no Fluttershy or Doctor Dolittle, but Jiminy believes she can strike a conversation with a little invention of his.

"Here, Rarity," Jiminy said, handing the shell to her. "Try it out."

Rarity took the shell but looked confused.

"And what do I do with a shell?"

"Just blow through the little hole. Let's see if they'll respond."

Rarity hesitated at first, then pressed her lips against the seashell and blew hard. It made some form of trumpet sound, drawing the attention of the Parasaurolophus. They respond by bellowing their own trumpet-sounds. This surprised every pony, even Rarity. She tries again and the dinosaurs bellow once more.

"Goodness!" Rarity said. "I'm actually talking to them!"

Rarity blew through the shell again, causing the dinosaurs to repeat the same sound. Rarity decides to get closer, so the Parasaurolophus could see her.

"Hello, there."

The Parasaurolophus lower their heads to the unicorn's level in curiosity.

"My, you're gorgeous!" Rarity said, reaching her hoof out. "I bet you've never seen anything like me before, have you?"

The giant herbivores were cautious but once her hoof made contact and caressed one of their heads, they became very calm. They sniff at her and suddenly, they lick her like a mother cat with her kittens. She cringed from the saliva, but it wasn't as bad as the amount of snot and boogers she washed off. Normally she'd scream and overreact, but the Parasaurolophus gave so much love she actually enjoyed it. The other Equestrians couldn't help but smile and giggle over all the attention.

A few minutes of nuzzling and licking, in Rarity's case a small bath, the Equestrians followed their Stegosaurus friend further into the valley.

"I never thought I'd receive so much attention," Rarity said. "Especially from dinosaurs."

"Guess they like you very much," Applejack said.

"I actually did enjoy it," Rarity said. "Except being covered in saliva."

"I wonder how the other dinosaurs will react to us," Spike said.

"We'll find out soon enough," Vinyl said.

After a few more minutes, they finally reach the valley and it was a beautiful sight. There were dinosaurs of all shapes and sizes, many of them in herds especially for mutual protection and safety in numbers. The eyes of the Equestrians were filled with wonder as they saw each dinosaur.

"There's so many of them!" Rainbow said.

"Look, over there!" Applejack pointed out.

A family of Triceratops walked close to a small pool. Surprisingly, they saw two baby Triceratops walking toward the pool to admire their reflection in the water. Then they quickly follow their parents.

"Aw, those young'uns are adorable!" Applejack said.

"I wanna pet one," Pinkie said.

"Easy, Pinkie," Twilight said.

Fluttershy was very happy to see young dinosaurs. They also saw big dinosaurs with a duckbill called Edmontosaurus. Just like Parasaurolophus, they're part of the Hadrosaur family and vegetarian as they ate the water plants from a creek.

On the dry land, a huge herd of Plateosaurus dug in the sand for food. These herbivores are the first sauropods that ever lived. While smaller than their Jurassic cousins, they're actual giants. They usually browse on trees and bushes, but now decided to add clams on the menu. They were accompanied by a mammal-like reptile known as Kannemeyeria. Just like Dimetrodon, this herbivore lived long before the dinosaurs were born. It was possibly an infant or a teenager, since adults are as big as a pony. It searched the holes the Plateosaurus dug, seeking clams as well. One Plateosaurus nudged him away, giving him no choice but to search another hole.

"Aw, poor little guy," Fluttershy said, sympathetic. "He just wants something to eat."

The Plateosaurus kept digging while the dicynodont kept searching. Suddenly, the Plateosaurus stopped digging and stood on their hind legs, looking behind them. It was as if they felt something coming, which Charlie felt the same.

"What's the matter, Charlie?" Fluttershy asked.

Charlie kept listening, but nothing happened. He gave a soft growl.

"He said he had a strange feeling something's coming," Fluttershy translated. "But nothing happened."

"What could be coming?" Vinyl asked.

"I don't know," Fluttershy said, nervously. "But it can't be good."

Sensing no danger, the dinosaurs kept digging in the sand while the Kannemeyeria took his chance to seize a clam and walk off. Many of the dinosaurs were eating. Like Corythosaurus, a hadrosaur with a different crest on its head than the Parasaurolophus. There were plenty of sauropods too, including the Diplodocus, the longest sauropod our heroes spotted. This giant female had a very long neck and long whip-like tail. She was eating while watching over her babies, who were either eating, playing or just sticking close to their mother. Close by were two duckbilled Gryposaurus, one eating plants and the other yawning.

_(Pause at 14:44)_

The group stop walking when Charlie gave a roar to all the dinosaurs in the valley. It drew their attention and they all faced his direction. The Equestrians had to cover their ears from the Stegosaurus' roar.

"Why is he roaring?" Rainbow asked.

"He's introducing us," Fluttershy answered, having to speak up.

They felt a few tremors beneath them, as the dinosaurs walk toward them. There were many species at once: Triceratops, Stegosaurus, Apatosaurus, Diplodocus, Parasaurolophus, Ornithomimus, etc. The reptiles towered our heroes, gazing at them curiously. Another Diplodocus walked behind them; so big the Equestrians could walk underneath it.

"I feel so… Puny," Twilight said.

"How do you think me and Jiminy feel?" Spike asked.

Soon the dinosaurs drew closer seeing they are harmless.

"Uh… Hello, every dinosaur," Twilight greeted. "Don't worry, we're ponies from a different world. We mean no harm."

"Yeah, we're just visiting and looking for a missing sheet music," Pinkie added.

"Pinkie, they don't know what sheet music is," Fluttershy whispered.

"Oh… Okay then."

The dinosaurs sniffed the Equestrians, who stood very still waiting for what was going to happen. After a few seconds, the female Diplodocus gave Twilight a lick as a sign of accepting her and her friends which Twilight felt flattered. The other dinosaurs, seeing they are no threat, were suddenly not the slightest bit nervous toward them. A family of Triceratops came close to Pinkie and Applejack, as the babies carefully walk toward them. The ponies were lucky to be mammals.

"Aww. You two are the cutest baby dinosaurs I've ever seen," Pinkie smiled.

She lied on her back, looking at the baby Triceratops upside down. The babies were still scared, huddling close to their parents. But Applejack put her calm, motherly voice to good use.

"It's okay, little ones. We ain't gonna hurt ya."

The father Triceratops gave his children a soft growl, ensure them everything's alright. The little Triceratops slowly show their tiny heads and approach Applejack, who reached her hoof out.

"That's right," Applejack spoke, motherly. "There's nothing to be scared of."

The babies inch forward but flinch back thinking she'd harm them. But Applejack slowly pets them on the head and back. The babies enjoyed it and realized she was harmless. Pinkie joined in soon after.

"I'm gonna call you 'Cera'," Pinkie said, to one of the babies.

Two Gryposaurus and some Plateosaurs took a close look at Octavia and Vinyl, while Rarity received attention from a herd of Parasaurolophus and Corythosaurus. Charlie introduced Fluttershy to his Stegosaurus friends. Other dinosaurs spent their attention toward Spike and surprisingly saw the little cricket.

"Well, this is quite the experience," Jiminy said, smiling.

Rainbow flew in the air, gaining the attention of the Apatosaurus. In the meantime, the mother Diplodocus invites Twilight to her nest to meet her five babies.

"Aw, they're adorable," Twilight said, approaching them. "Hello, there."

The baby Diplodocus walked towards the unicorn/alicorn curiously. One of them accidentally trips and fell on the ground with one of its legs in the water.

"Goodness, are you okay, little guy?" Twilight asked. "Here, let me help you."

Twilight uses her magic to get the baby back on its feet.

"There you go."

The babies surround Twilight, nuzzling against her side and made her giggle as she pet them. The Equestrians enjoyed the company of the prehistoric reptiles, who grew quite fond of them. But sadly, all good things come to an end.

Suddenly, the dinosaurs raise their heads facing one direction. They saw something that made them stare in fear. The Equestrians notice their reactions, sensing a bad feeling. Rain began to fall from the sky as each dinosaur rose their head in that direction: The diplodocus, the Parasaurolophus, the Stegosaurus, the Psittacosaurus, the Dimetrodon, the Ornithomimus, the Triceratops, etc. Our heroes look on with confusion and discomfort.

"Why are they staring like that?" Octavia asked.

"_What_ are they staring at?" Applejack asked, specifically.

"I have a bad feeling about this," Fluttershy said, worriedly.

"Now, what could be so important that they…"

Rarity slowly turns around and gasps in horror.

"What is it, Rarity?" Fluttershy asked.

Fluttershy turns around and screams in terror. Each of them turned around and froze in fear of what they saw. A few meters away, over a flash of lightning, stood the most terrifying dinosaur they've ever seen. With hellish red eyes, long sharp claws and dagger-like teeth, only one name came to mind.

"TYRANNOSAURUS REX!" Every pony screamed.

It was indeed Tyrannosaurus Rex, a five ton, 13-meter long carnivore specifically evolved to kill other dinosaurs. This female had been drawn to the lowlands by the smell of food.

_Female Tyrannosaurus are larger and more aggressive than the males._

The Equestrians were petrified, even Pinkie felt true fear for the first time.

"That's the scariest Tyrannosaurus I've ever seen!" Pinkie said, turning to the camera. "Not to mention the only one."

The giant carnivore stares toward the Equestrians and the other dinosaurs hungrily. It didn't wait any longer and charged straight toward them. The dinosaurs ran for their lives without hesitating.

"Wait a minute!" Jiminy said. "Tyrannosaurus don't have claws like that!"

"Now's not the time for biology lessons, Jiminy!" Twilight yelled. "RUN!"

Every pony ran away in terror. Twilight noticed some pony missing and turned around.

"SPIKE!"

But Spike wasn't running, he just stood there frozen in fear. The Tyrannosaurus approached the baby dragon and loomed above him. The Equestrians gasped in fright, fearing the possibility of losing their friend. The predator brought its head closer to the dragon, who didn't move an inch.

"Don't move, Spike!" Pinkie calls out. "It can't see if you don't move!"

Spike heard her and tried not to move, while the Tyrannosaurus grit its teeth.

"Pinkie, that theory's been discredited," Jiminy said.

"Oh… RUN, SPIKE! RUN!"

The Tyrannosaurus reared its head to eat him, but Spike quickly ran screaming and evading the T-Rex's attack. Rarity gasped at the sight of the giant predator coming to them, and fainted.

"RARITY!" Twilight yelled.

The carnivore was close as Twilight quickly pulled Rarity away before the beast got her. The Tyrannosaurus roared loudly, turning its attention to Rainbow Dash in the sky. It snaps its jaws a few times at her, but she evaded it. The T-Rex also tried to snap at two Dimorphodons in the trees, causing them to fly away.

"Get away, you gecko on steroids!" Rainbow shouts.

While Rainbow Dash avoided the T-Rex's bite, the rest of the dinosaurs and the Equestrians ran away in panic. The predator kept trying to get a bite out of either one dinosaur or Equestrian. They ran in various directions to escape this 'Tyrant Lizard King', some running fast and others slow. Jiminy had a hard time avoiding the dinosaurs' big feet while running. If he didn't watch out, he'd be squashed for sure.

"Hey, watch your step!" Jiminy yelled. "Cricket coming through!"

The dinosaurs' feet created tremors, making it more difficult for the cricket to run. Suddenly, a big foot got too close to Jiminy, making him jump and fall on the ground. He tried to get up, but one foot stood above him and came down. The cricket screamed for his life and covered his eyes. But then a rainbow streak scooped him up before he went SPLAT. He opens his eyes and saw he was in the clutches of two blue hooves.

"Gotcha, buddy!" Rainbow said.

"Phew! Thanks, Rainbow," Jiminy sighed.

Meanwhile, the Tyrannosaurus tried to disperse some of the dinosaurs for an easy meal. It didn't take long to find two baby Triceratops running away in panic, not knowing they were walking into a trap. The vicious predator pursued them, leading them to a rock blocking their path. There was no way out for the babies, easy prey for the Tyrannosaurus. The little Triceratops cried for help, as the giant carnivore opened its jaws wide. But before it could eat them, it felt something tug its tail hard. The predator loomed around and spotted Applejack using her trusty lasso to grab hold of its tail. She pulled hard with her teeth.

"Oh no, you don't!" Applejack spoke, through her teeth. "Nopony's eating baby dinos while I'm around!"

The carnivore roared, swinging its tail and smacked her against a tree. Applejack tried to stand, as the T-Rex charged at her. Just when it almost reached her, a rainbow streak smacked the Tyrannosaurus along the cheek. The predator roared in anger before the same streak struck it again and again, making it lose its concentration. Then Rainbow flew right in front of its face.

"You think you're scary, pal?!" Rainbow yelled. "You think you're some sort of big shot?!"

The Tyrannosaurus didn't stand for that, roaring loudly at her face. The blue Pegasus' hair went backward, and she had to close her eyes.

"Uh, heh-heh… Okay. Maybe you _are_ a big shot."

SNAP! The T-Rex quickly caught her inside its mouth.

"RAINBOW!" Applejack shouted.

Inside the dinosaur's mouth, Rainbow was still alive and sat on the tongue.

"Darn! Locked me up, it did!" Rainbow said, angrily.

She gathered as much speed as she could and in a flash, flew out of the carnivore's mouth breaking a few teeth in the process. Angrier, the Tyrannosaurus roared loudly when suddenly… SPLAT! A pie hit its face.

"Eat that, you big meanie!" Pinkie yelled, using her party cannon.

Twilight helped by firing a few magic beams at the dinosaur, but this made it angrier. During that time, Rarity, Fluttershy and Octavia led the baby Triceratops to safety.

"Come along, little ones," Octavia said.

Then Pinkie fired a pie inside the T-Rex's mouth. The carnivore chewed on it and suddenly, it spat it out in disgust.

"You don't like cherry pie, huh?!" Pinkie shouted. "Try some of these!"

Pinkie fired a barrage of pies of all kinds at the Tyrannosaurus. Then Pinkie scooped out two jumbo speakers and a turntable out of nowhere.

"Here, Vinyl. Use these!"

"Where did you get those?" Vinyl asked, dumbfounded.

"From your house," Pinkie smiled.

"Wait, what?" Vinyl asked, confused.

"It's Pinkie Pie," Twilight answered. "Don't ever question it!"

No time to figure it out, Vinyl shrugs it off and used her magic to position the jumbo speakers and turntable, increasing the volume of the speakers.

"Time to drop the bass!"

Using her turntable, Vinyl played extremely loud dubstep music firing soundwaves at the Tyrannosaurus. The giant carnivore couldn't stand the loud music and roared in agony. This gave Applejack the chance to run around the predator's feet, tying them together with her rope. Pulling very hard, she caused the T-Rex to fall on the ground with one hard THUD! Then she took her lasso and tied the predator's mouth shut. With the dinosaur struggling, the Equestrians celebrated their victory.

"Not so tough now, huh?!" Rainbow challenged the carnivore.

"We gotta go!" Applejack said. "It ain't gonna hold him forever!"

"It's a _she_!" Jiminy Cricket, corrected.

"Not now, Jiminy!" Applejack shouts.

Suddenly, the Tyrannosaurus used its jaw strength to make the rope around its mouth SNAP! It growled ferociously at the Equestrians.

"It's getting loose!" Twilight yelled.

"Every pony, run!" Pinkie screamed.

They all ran away while the T-Rex broke the rope around its legs. The beast roared and pursued them again. At the lake, three Brachiosaurus saw the giant carnivore and dove in the water, while a Triceratops jumped in the water barely avoiding the predator. The other dinosaurs kept running until one tripped over a Kannemeyeria and hit a tree.

"Keep running!" Twilight yelled. "Keep running!"

Pinkie brought out a mirror from her mane, seeing the T-Rex coming very close while opening its jaws. Ironically, the mirror had the words: 'Objects in the mirror are closer than they appear'.

"Faster! It's gaining on us!"

Fluttershy, though panicking like every pony else, thought of what to do. Then, something came to her.

"I know how to stop her!"

Twilight turned and saw her fly toward the Tyrannosaurus.

"Fluttershy, no!"

But it was too late. The yellow Pegasus flew in front of the predator and used the Stare. The carnivore saw her coming and released a loud, powerful roar knocking her on the ground.

"FLUTTERSHY!" Every pony shouted.

The Pegasus tried to stand up but looked up at a set of jaws lunging for her. She screamed for her life, thinking she was about to become a snack. But before it could eat her, a spiked tail slammed against its face causing the beast to roar in pain. Fluttershy turns behind her, her savior roaring at the carnivore.

"Charlie!" Fluttershy cried, smiling.

The Stegosaurus nudged her to keep running.

"Every pony to the bushes!" Twilight yelled.

They all ducked behind the bushes, joining all the other dinosaurs hiding as well. Unfortunately, Charlie had trouble running and it didn't take long for the Tyrannosaurus to grab him by the tail. Charlie growling in pain and confronted his attacker, roaring loudly while the T-Rex did the same. Fluttershy looked behind and didn't like what was happening.

"Charlie!" She yelled.

Before Fluttershy could run, Twilight and Rainbow caught her and pulled her into the bushes.

"No, no!" Fluttershy shouted.

"We need to hide!" Twilight said.

"We must help him!" Fluttershy yelled.

But they didn't listen, staying hidden in the bush while the Stegosaurus and the Tyrannosaurus went head-to-head. The T-Rex tried to bite Charlie a few times, but he evaded it. Suddenly, it bit him in the neck.

"No!" Fluttershy yelled, held back. "Leave him alone, please!"

But luckily, Charlie freed himself with his tail delivering a powerful uppercut against the predator. The carnivore tried to charge, but Charlie gave a powerful blow to the side causing the T-Rex to land on its behind.

"Give it to 'em, Charlie!" Rainbow encouraged him.

The Tyrannosaurus gave Charlie a terrifying glee, while he tried to stay strong. The predator slowly walked closer as the Stegosaurus walked backwards. The dinosaurs and the Equestrians watch in near silence.

"It's quite amazing," Jiminy observed. "The Stegosaurus and the Tyrannosaurus, two dinosaurs from two different eras fighting each other."

"We got to do something!" Spike insists. "He can't handle that monster on his own."

"Yes, we have to help him!" Fluttershy begged.

"I don't know what we should do," Twilight said, flustered.

The giant herbivore and carnivore kept walking slow, staring each other down, breathing heavily. The dinosaurs and Equestrians kept watching silently. The primary weapon of the Tyrannosaurus is its mouth, its jaws alone can crush bone and tear off 70 kilograms of meat with one bite. In this clash of the titans, only the strongest wins. One shall stand, one shall fall.

"Please don't die," Fluttershy silently plead. "Please…"

After a few minutes, the Tyrannosaurus charged and bit Charlie in the neck again. The Stegosaurus used his tail to bash it on the head, but the T-Rex refused to let go. Charlie delivers another uppercut, making it stumble back but this time that didn't stop the carnivore. It lunged for the neck again and bit really hard, causing Charlie to growl in agony. Then the Tyrannosaurus pulled very hard, using its claws to push him to the ground.

Every pony gasped at this sight, even the dinosaurs didn't know what to do or say. The Tyrannosaurus bit hard against Charlie's neck, dropping him to the wet ground. The Stegosaurus still had life in him, breathing heavily. Fluttershy feared the worst and ran towards him.

"Charlie!" Fluttershy yelled

But Rainbow saw that and quickly grabbed her, as the yellow Pegasus tried to break free.

"No, Fluttershy!" She shouted. "No!"

"He needs me! CHARLIE!"

"Applejack!" Rainbow shouted. "Help me!"

Applejack jumped in and held Fluttershy tightly, while the Pegasus struggled in tears. The Tyrannosaurus pushed the Stegosaurus once more to the ground and bit hard along its back. There was nothing Charlie could do; the carnivore's bite drew so much blood and he can feel his life slowly slip away. He took one last look to his dinosaur friends and his pony friends, especially Fluttershy who watched helplessly. Then his eyes slowly close… And he was gone.

"No…" Fluttershy whispered softly.

The Tyrannosaurus let out a mighty roar, as lightning struck the air.

Every pony and dinosaur watched, shocked and horrified, as their first dinosaur friend was ruthlessly killed.

"NOOOOOOOOO!" Fluttershy cried.

Applejack and Rainbow Dash struggled to hold on, as Fluttershy wept uncontrollably. She screamed as if feeling the worst pain in her life.

"Twilight!" Rainbow yelled.

As Twilight approached, the other dinosaurs were already leaving as the other Equestrians cried. Pinkie and Rarity cried just as loud as Fluttershy, as Vinyl allowed Octavia to cry on her shoulders as tears streamed past her glasses. Jiminy took off his hat and placed it over his chest in respect.

"Fluttershy," Twilight spoke. "We have to go now."

"Giver her a moment for Pete's sake!" Rainbow shouts, her eyes flooded with tears.

"If we don't leave now, the Tyrannosaurus will eat us too!" Twilight insists. "We'll be safer if we follow the other dinosaurs. If we stay here, Charlie's sacrifice would be in vain!"

Fluttershy didn't say anything. Even as she calmed down, she still cried. She barely looked up.

"Come, Fluttershy," Twilight said, as they walked away. "Everypony! Follow the other dinosaurs and don't look back. You won't like it."

The Equestrians walked away, as the sound of teared flesh and crunching bones were heard. Even Twilight couldn't keep a single tear dripping down her cheek. So, our heroes followed the other dinosaurs as the most ruthless carnivore in the land feasted upon their new friend. But they were reminded of what Jiminy said before:

_Life isn't always pretty…_


	8. The Rite of Spring: Extinction

**Symphony of Sorcery**  
**Land of the Dinosaurs**  
**65 million years**

After the horrible between Charlie the Stegosaurus and the Tyrannosaurus, our heroes never felt so melancholy. Much like the time when they almost lost Snow White and Pinocchio, they sadly lost a dear friend. This time, Charlie would not come back. The other dinosaurs shared the same sadness. Charlie sacrificed himself for them all and no one stepped up to help him. All night they were silent, but what could they say? Fluttershy cried the most, while her friends weren't doing any better.

Twilight sat on her haunches, staring at the ground sadly. She sat in shock, repeating the same scenario in her head of Charlie brutally killed by the Tyrannosaurus while she and her friends did nothing to help. All because she didn't want any of her other friends to share the same fate. The guilt overtook her, it didn't take long to lose all her strength. Tears rolled down her cheeks, as Twilight sobbed uncontrollably like the one time, when she drank Zecora's potion and thinking Celestia died.

"What have I done?" She asked, softly.

She wasn't asking for a specific pony, but every pony heard. They just eyed Twilight while she mourned.

"We should have helped him; he'd be alive if we did," Twilight cried. "Why didn't we… Why didn't _I_ do something?!"

Spike slowly approached Twilight Sparkle, placing a claw along her back.

"Don't blame yourself, Twilight," Spike said, softly. "It all happened unexpectedly. It'll be alright."

"No, it won't," She sniffed. "I've ruined everything. I shouldn't have stopped any of you from coming to his aid. Now Charlie's dead because of me; it's all my fault!"

Twilight bawled until her eyes turned red. Her other friends approached their friend, doing their best to comfort her.

"It ain't your fault, Twilight," Applejack said. "It's no pony's fault."

"But it's true!" Twilight insists. "Charlie was our friend and I failed. I'm supposed to be the Princess of Friendship, not the Princess of Murder!"

Jiminy hopped onto Twilight's muzzle, as the princess turned to him with teary eyes.

"Twilight look at me," Jiminy spoke. "It's not your fault Charlie's dead. He sacrificed himself to protect us all. There was nothing more we could do."

"But… Charlie," Twilight said. "The other dinosuars…"

"Nopony blames you, Twilight. Not the dinosaurs, not your friends, not even Charlie. Blaming yourself will do you no good."

"Then what do we do now? That predator killed our friend and there's nothing we can do to bring him back."

"Maybe not, but we can't stay sad forever. Charlie would never want that. We have to keep him in our hearts, that's how he'll stay alive."

Twilight slowly nodded, but while she understood she was still very sad. Before she knew it, the mother Diplodocus approached her bringing her head to her level. She could see the guilt and sorry on the unicorn/alicorn's face. But the eyes alone told Twilight that she and her friends are not to blame. Twilight gazed upon the dinosaur for a few seconds before turning back to Jiminy.

"It's not your fault, Twilight," Jiminy said, comforting. "I promise."

Twilight still couldn't help but shed a few tears, as the mother Diplodocus nudged her big head against hers as any mother comforting a child. She knew Jiminy was right, they all knew Charlie wouldn't want them to be sad forever. They mourned for him, paying their respects to him, but they had to move on while keeping Charlie in their hearts forever.

A few days passed since then, our heroes spent time with the other dinosaurs. They played and took care of the babies, hung out with some of the adults, and tried to avoid predators. Despite Charlie's death, they did their best to have a good time. During which, the Equestrians and dinosaurs grew particularly fond of each other.

Applejack and Pinkie Pie because the best friends no one could have for the Triceratops babies; The Stegosaurus herd, especially Charlie's friends and relatives, grew fond of Fluttershy to the point of making her an honorary Stegosaur; similar experiences happened between Rarity and the Parasaurolophus herd, Octavia and Vinyl with the Gryposaurus herd, Spike and Jiminy with the Plateosaurus herd, and even Rainbow Dash with the Apatosaurus herd.

The biggest bond of all stemmed from Twilight and the Diplodocus family. During the travel, they spent time with another every day, as if they were an actual family. Twilight being like a daughter to the mother, and sister to the young ones. Even though she has a family back home or they still had sheet music to find, she almost didn't want to leave.

It was during this time the Equestrians and dinosaurs turned in for the night. Pinkie Pie and Applejack slept with the Triceratops family, with Pinkie the only one awake, petting 'Cera' to sleep.

"Good night, Cera," Pinkie said, softly before falling asleep.

Fluttershy was asleep with the Stegosaurus herd, cuddling close to an elder whom she learned was Charlie's grandmother; Spike and Jiminy slept with the Plateosaurus herd, Spike sleeping on the back of a teen and Jiminy atop of Spike's back; Rarity slept with the Parasaurolophus, tucked closed to and by the tail of the alpha; and Octavia and Vinyl slept with the Gryposaurs, each sleeping close to one another.

"Tavi?" Vinyl says to Octavia.

"Hmm?" Octavia said, sleepily.

"Do ya think we'll ever find that sheet music?"

"I believe we will, Vinyl. Sure, it has been a few days and we haven't found a sign of it, but… I believe we'll find it eventually. In the meantime, let's just enjoy the time we have with our new friends."

"Yeah, good point. Thanks."

"You are welcome."

The two were soon getting ready to fall asleep, making themselves comfortable.

"Tavi?" Vinyl asked.

"Yes?" Octavia asked, sleepily.

"Even if we do get stuck here for a while, I'm glad its with my best friend."

"Good night, Vinyl."

Vinyl smiled and shrugged, shaking her head before rolling back to sleep. But unbeknownst to her, Octavia was slightly awake and when Vinyl wasn't looking the celloist smiled warmly.

In the meantime, Twilight slept with the Diplodocus family, the babies snuggling close to Twilight to make a bundle, as Twilight snuggled close to them in return. Finally, the mother Diplodocus rests her head and neck, encircling around her biological children and honorary daughter.

"You're a really great mother, you know that?" Twilight says, lying her head down. "Thank you for the warmth."

Finally, Twilight closed her eyes, drifting off into the dream world. But it was during this night… When all would change.

While everyone was asleep, something terrible happened. Black clouds quietly surround our heroes, as the Equestrians went through another time sprint. It's been quite a while since they experienced during the evolution of single-celled organisms to amphibians, but this one was completely different.

When they awoke the next morning, they gasped when they noticed something drastically changed. The landscape was different: No trees, no plants, and no lakes. Everything was dried up, nothing but sand, rocks, and mountains. The Equestrians looked on in shock; the entire valley had become a wasteland.

"What happened here?" Twilight asked. "Where's the valley?"

"And why is it so hot this time of the year?" Octavia asked, already feeling the heat.

"Phew, we better get our sunscreen on or we'll be as Red as Big Mac's coat," Pinkie suggests.

Pinkie pulls out the sunscreen lotion from her saddle bag, pouring a large goop into her hoof and smeared it on every inch of her body. Luckily, she had more than enough for the rest of her friends to shield them from the scorching sun.

"Hope we have plenty o'water," Applejack said, fanning herself with her hat. "It's getting' mighty toasty out here."

Twilight looked around in worry, not a trace of life was in sight.

"Where are the dinosaurs?"

"With such devastation to the ecosystem," Jiminy observed. "I'm starting to fear the worst."

"They can't be… Dead, are they?" Rainbow asked, nervously. "Or at least all of them?"

"Rainbow's right," Twilight said. "If there's a chance they're still alive, we must find them."

"How will we find a herd of dinosaurs in a place like this?" Applejack said. "There isn't any food."

"Or water," Vinyl added.

"And this heat is very bad for my skin," Rarity complained.

"What choice do we have?" Twilight asked. "They're our friends and they're out there trying to survive. They need our help and I won't lose any more lives."

"Let's hope we're not too late," Fluttershy said, nervously.

Together, they traversed through the wasteland in search of the missing dinosaur herd.

A few moments later, they still trudged along the wasteland and they were very exhausted. Their bodies sweat heavily from the heat; their tongues hung from their mouths begging for a drop of water. Even Jiminy couldn't stand it, having to use his umbrella for shade.

"Man, this heat is brutal," Rainbow said, breathing heavily. "Even my wings can't stand it."

"I don't know what's hotter, this place or the badlands," Spike said, struggling to walk.

Pinkie took the worst from the heat, so much she used her tongue to drag herself.

"This heat… Is too… Unbearable!" Rarity said, between breaths. "My mane is a mess! My hooves hurt from walking! I'm TERRIBLY THIRSTY! I'm going to DIE here! Then how long will it be till the vultures feast on my fur and flesh leaving me as a skeleton?! Oh, woe is me! I don't want to go!"

Applejack had to stand idly by watching Rarity break down dramatically, falling onto the sand despite how hot it was.

"Rarity, you're not gonna die!" Applejack said, sweating like a pig. "Now stop overreacting!"

"And there's no vultures in this time," Jiminy points out. "They haven't even evolved yet."

But seeing Rarity still in despair, Applejack took out her water bottle from her bag and approached Rarity.

"Here, drink," Applejack said, offering her bottle.

"Thank you, Applejack," Rarity sighed, taking the bottle for a sip. "You truly are a dear."

"Try to spare your energy. Haven't you got any water on you?"

"I do."

"What?! Then why didn't you take some earlier?

"I was saving it in case any of you ran out. You know how generous I am."

"Rarity, that's very sweet of you," Twilight said. "But you should also think about yourself, we can't lose you too."

Eventually, after a few seconds, they were too tired to walk any further.

"Twilight, can't we take a break?" Octavia asked. "I can't go any further.

"Me neither," Fluttershy said, sweating heavily.

The purple unicorn/alicorn looked at her friends. She would insist they move on, but her friends were so tired and thirsty she couldn't argue.

"Alright, let's take a break. We could use a drink."

Resting on the sand, despite how hot it was, they took a sip of water from their bottles. It was very refreshing for our heroes, they felt as if they could walk again.

"Okay, we have to be economical with our water," Twilight said. "We don't know how long we'll be here, but if we ration our supplies we should have enough. How much water do we have left?"

They all gathered their water bottles to determine how much is left. Unfortunately, most of their bottles were half empty. Only Rarity's was completely full.

"Hmm… Not good," Twilight observed. "We won't survive this heat with only this much left. But…"

Twilight soon charged her horn, a lavender aura surrounds Rarity's bottle and the spell makes ten additional bottles, full of water, appear.

"There, that give us each an additional bottle of water. But remember: Save it for when it becomes too much."

Every pony nodded in agreement, each taking a bottle and putting it in their saddle bag. They took another look around the wasteland, and all they can see for miles is more sand.

"This is hopeless," Vinyl sighed. "They could be anywhere."

"Rainbow, can you fly up and see if you can spot the dinosaurs?" Twilight asked.

"My wings are too exhausted from the heat," Rainbow said.

"Can't you try?" Spike asked.

"I'm not sure if I can," Rainbow admits.

"Please, Rainbow," Fluttershy begged. "It's our only chance."

Rainbow turned to every pony, seeing the desperation in their eyes. She took a deep breath and put a determined look.

"Okay, I'll give it a try!" Rainbow said, facing her wings. "Wings, don't fail me now!"

Rainbow flaps her wings very hard, taking off into the sky with all the energy she had. Despite the intense heat, she soared high enough for a good look around the land.

"Are you seeing something?!" Twilight called, from the ground.

"Nothing at a… Wait a second!" Rainbow shouts, her eyes widen. "Yes! I see them! They're not far from here!"

"She found them!" Twilight said.

Rainbow smiled as she watched every pony cheer. Suddenly, she passed out and fell from the sky. Every pony stopped cheering, gasping in horror as their friend stopped flying.

"She's falling!" Fluttershy said, her hooves in front of her mouth.

"Some pony do something!" Pinkie yelled.

Twilight's horn charges up and just before Rainbow hit the ground, the magic caught her. Twilight places her softly on the ground as every pony surrounds the blue Pegasus.

"Give her a little space, please!" Jiminy said.

The little cricket hopped on Rainbow's belly, looking at her and giving a few light slaps to the cheek.

"Rainbow? Rainbow!"

"Ugh…" Rainbow weakly opened her eyes.

"She needs water, fast!" Jiminy said.

Twilight approaches Rainbow with a bottle of water.

"Wha… What happened?" Rainbow asked, wearily.

"You passed out from the heat," Jiminy said. "Lucky Twilight caught you, and fortunately you didn't pass out for long."

Twilight uses her magic to tip the bottle toward Rainbow's mouth, while using her hooves to lift Rainbow's head slightly upward.

"Drink," Jiminy instructs.

Without hesitation, Rainbow drank from the bottle feeling slightly hydrated.

"Better?"

"A little…" Rainbow sighed.

"Can you stand up?" Twilight asked.

Rainbow slowly stands on her hooves; she still shook but her strength came back.

"You okay, sugar cube?" Applejack asked.

"Much better," Rainbow said, pointing left. The dinosaurs are that way; we have to move…"

But Rainbow barely took a step before she almost collapsed. Luckily Vinyl and Octavia caught her before she dropped onto the sand.

"Just chillax for a moment," Vinyl suggests. "We'll help you out."

"You're the best…" Rainbow said, wearily.

They hiked the trail for a few minutes, eventually discovering the herd at a dried-up water hole. Our heroes were glad to see them, but their smiles fade seeing the poor giants struggle to survive. A Parasaurolophus ate from a dried-up tree, while a Kannemeyeria ate the bark. A Triceratops searched the mud for food and water, while a Corythosaurus and a Gryposaurus drank from a tiny water hole. The more they drank, the quicker the water disappeared. The Kannemeyeria wanted a drink too, while the Grypsoaurus stopped and looked toward the top of a sand dune. He recognized the Equestrians immediately and was happy to see them.

The Gryposaurus gave a low bellow, loud enough to get the attention of the rest of the herd. They turned and saw their pony friends rushing down the sand dune towards the herbivorous giants. They all gave a hug to their favorite dinosaur.

Pinkie and Applejack managed to catch sight of the Triceratops family, and immediately warmly hugged the babies.

"Oh, Cera!" Pinkie exclaims. "We're so glad you're alright!"

Octavia and Vinyl managed to find the Gryposaurus herd, hugging each other in comfort; the same happened between Rarity and the Parasaurolophus herd, Spike and Jiminy with the Plateosaurus herd, and Rainbow Dash, fully recovered, with the Apatosaurus herd.

Twilight, meanwhile, kept her eyes open for the Diplodocus family, until finally… Her ears pick up a low sound. She turns around and found the Diplodocus mother calling out to her, the babies close beside her. Twilight, ecstatic upon seeing them, smile at the sight as she immediately ran toward them. She arrived and hugged the mother right away.

"I'm so glad you're all okay," Twilight cried, with relief.

When she let go, the mother gives a cheek rub to Twilight, which she happily returned. Like a mother and daughter reunited after so long. Right away, the babies approached and nuzzled against Twilight, which she happily repaid by petting and nuzzling them in turn.

Fluttershy, meanwhile, caught sight of the Stegosaurus herd. She was so happy, she flew fast against the heat and hugged one of them while the others gather around. The one she's hugging was Charlie's sister.

"I'm so glad you're alive," Fluttershy said, tearfully. "What's happened to the valley?"

The stegosaurus answers with a few soft growls, as Fluttershy gasped.

"That's terrible!"

"What did she say?" Twilight asked.

"A few years passed, and the Earth went through some drastic changes," Fluttershy translated, sadly. "Something caused an extreme drought, destroying the entire valley… Probably the entire world. Many dinosaurs are gone, and now the ones that are left are struggling to survive. Even the little ones…"

"That is terrible," Spike said.

"She also says there isn't enough food and water left," Fluttershy continued, worriedly. "If there's no more left, they're all going to starve."

The Equestrians were shocked hearing Fluttershy's words.

"Is it just me or does this sound exactly like what Deems told us?" Spike asked.

"It's exactly what Deems told us," Twilight said, with a sigh. "The dinosaurs are going to be extinct."

All the Equestrians felt their hearts break, but none felt it more than Twilight. She looked upon all the dinosaurs they made friends with since they got here. Even if she knew what was coming, she didn't want them to go… Not now.

"Jiminy, isn't there anything we can do to help?" Twilight asked, hopefully.

"I'm afraid not, Twilight," Jiminy said, sadly. "Looks pretty hopeless."

"But we can't just let them die!" Twilight said, desperately. "These are our friends!"

"Think of the children!" Octavia insists.

"I'm sorry," Jiminy shook his head.

Twilight turns back toward the dinosaurs, most still digging for food and drinking from tiny water holes. All the Equestrians could do is keep them company. Rarity was beside the Parasaurolophus when she found a few baby dinosaurs approaching her: A Triceratops, two Diplodocus and a Parasaurolophus. They stare at her with sad eyes, the white mare immediately noticed their stomachs growling.

"Aw, you're hungry?" Rarity asked, searching her bag. "I think I have something you'd like."

Eventually she took out some vegetable sandwiches and gave them to each baby dinosaur.

"Here you go, little ones. Eat to your heart's content."

The baby dinosaurs devoured their sandwiches like they haven't eaten in days.

"Now, now, don't be hasty, darlings. You need to save your energy and learn to share."

The rest of the group were handing food and water to the dinosaurs when a Triceratops approached three Diplodocus drinking from a small water hole. When he got close enough, he pushed them away to drink forcing the Diplodocus to drink from other holes. But Rainbow didn't let that go unnoticed.

"Hey!" She shouted. "Don't act rude, you have to share! All your lives are at stake!"

The dinosaurs heard her and immediately did as she said. Meanwhile, Applejack fed an apple to one of the Triceratops.

"We won't have enough food if we keep feeding them," Applejack said. "Otherwise, there won't be enough for us."

"But we can't let them starve and die from dehydration either," Fluttershy said.

"Then what can we do?" Spike asked.

These were desperate times for our heroes, trying to find a way to help their friends.

"There's only one thing to do," Twilight decided, as they all faced her. "We have to leave the valley and find food somewhere else."

"Somewhere else?" Octavia asked. "But that could be so far and I'm not sure if we'll make it. How do we know for sure if everything else in the world isn't dried up too?"

"We can't stay here, Octavia," Twilight said. "The only way to stay alive is to move somewhere else."

The dinosaurs felt unsure, scared of leaving their home. But deep down, they knew Twilight was right. If they want to stay alive, they must leave their destroyed valley. If not for the sake of themselves, they must do it for their children.

"I won't sugar coat it: It's going to be hard and probably dangerous, but this is our only hope," Twilight announced. "The choice is yours: Move to live on or stay and die."

The dinosaurs faced each other and slowly rose to their feet, ready to leave. Our heroes were ready too.

"Okay, I suggest we go that way," Twilight points to the right. "Every pony stay close. Are you ready?"

Many of the dinosaurs nodded.

"Alright then… Let's move!"

Together, the Equestrians and the Dinosaurs march through the wasteland hoping to find more food.

The Equestrians stayed close with their favorite dinosaurs, as they endured the true enemy of this journey: The sun's heat. It tortured them, slowing a few down. But even so, they had no other choice but to keep marching. Our heroes had but a limited amount of food and water, uncertain if it'll be enough for all the dinosaurs should they go hungry or thirsty.

Some, like Plateosaurus, dug holes in search for water. It was only when he watched the herd move on that the dinosaur joined in. A Gryposaurus tried searching the same water hole but found nothing. Suddenly, a big dust cloud appears covering everybody's vision, making things difficult.

"Stay close, everybody!" Twilight said, coughing out the dust. "Don't lose each other!"

The sun didn't help, the Equestrians and dinosaurs already began to sweat and pant from the ongoing heatwave.

"Is it me or is this heatwave getting worse than before?" Spike asked.

"It sure is very hot out here," Rarity observed. "My hooves can't stand it."

"Heh-heh, you know what's funny?" Pinkie laughed, feebly. "I was planning on eating cupcakes with hot sauce when we get home. Isn't that ironic? Heh-heh, heh-heh…"

Pinkie practically whispered that last sentence, struggling against the heat. Her friends only stared at her with a weird look.

They kept trudging across the dust could, when suddenly a Gryposaurus collapsed onto the ground. Octavia and Vinyl saw that and rushed immediately toward the exhausted dinosaur, the poor beast breathing heavily.

"Twilight!" Vinyl yelled out.

Her yell drew the unicorn/alicorn's attention and she saw the problem.

"Keep moving, everyone!"

Both she and Jiminy, who rode on her head, ran towards Octavia and Vinyl to check on the Gryposaurus.

"He fainted!" Octavia said.

Twilight looked at the dinosaur, noting his poor shape.

"Fluttershy!" Twilight yelled. "We need your help!"

The shy Pegasus, who was with the Stegosaurus, heard and approached her friends. She was shocked at the sight as she drew closer. She touched the Gryposaurus' head, feeling its temperature.

"He's very hot," Fluttershy observed. "The heat's too much for him and he's suffering from dehydration. He needs water."

Octavia took her water bottle from her saddle bag.

"I don't think we have much left. What if the other dinosaurs get dehydrated?"

"I can duplicate our water bottles again," Twilight suggests. "It will give us more time and a chance to save them all."

But as they nursed the exhausted dinosaur…

"TWILIGHT!"

They heard a familiar voice crying for help.

"That sounds like Rainbow Dash," Jiminy said. "She needs help."

"You three try to help that Gryposaurus," Twilight instructs. "Jiminy and I will help Rainbow."

"We'll do everything we can," Vinyl said.

Twilight ran towards Rainbow's location while Octavia, Vinyl and Fluttershy helped the Gryposaurus. But before they could do anything, they saw another dinosaur collapse to the ground. They gasp in shock as the situation grew drastic.

Meanwhile, Twilight and Jiminy ran past the herd toward Rainbow.

"Rainbow! Rainbow!" Twilight shouts.

"HERE!" Rainbow shouted.

Turns out she wasn't alone, as Applejack stood beside her. Twilight quickly ran towards them.

"We need your help," Rainbow said.

"With what?" Twilight asked.

"With that!" Applejack points, worriedly.

Twilight faces her direction and saw what happened. A herd consisting of Brontosaurus and Stegosaurus were trapped in a mud pool. They tried to get out, but they were stuck roaring and bellowing for help. If that wasn't enough, they were surrounded by three carnivorous Ceratosaurus. These predators are known for the horn atop their snout and like all theropods, these killers walk on two legs. They're as big as humans and tall enough to tower over ponies. They slowly approached the trapped dinosaurs hungrily, but not too close to get trapped in the mud.

"Those dinosaurs are in trouble!" Twilight gasped, shocked.

"And those Ceratosaurus are going straight for them," Jiminy points out.

"We must help them!" Rainbow insists.

"On it!" Twilight said, determined. "Nopony's getting eaten today!"

All three ponies ran toward the trapped dinosaurs, as the Ceratosaurus got closer. One was about to attack a nearby Brontosaurus, who raised its head from the ground so the predator couldn't reach him. The Ceratosaurus growled, trying to get a good bite off the giant herbivore.

"Hey, you!" Rainbow shouts, drawing the beast's attention. "That's a cowardly move! Attacking someone who's trapped!"

"Leave them alone!" Applejack said.

The flesh-eating dinosaur growled, charging straight for the ponies.

"It's coming for us now!" Applejack said, worried.

"Then let's fight!" Rainbow said, pounding her hooves.

Rainbow flies toward the Ceratosaurus and once close enough, delivered a powerful uppercut. The dinosaur flew high in the air and crashed toward the ground. Two other Ceratosaurus heard and drew their attention to the ponies.

"Look out!" Jiminy points out. "Here comes some more!"

The ponies were ready for anything, while the predators came closer. Suddenly, Applejack lifts three rocks with her mouth, hurled them in mid-air and at the right moment bucked them with her hind legs at the carnivores while Twilight fired magic beams from her horn. Both the blast and rocks struck the two dinosaurs, knocking them to the ground. But soon all three Ceratosaurus got back on their feet.

"They just don't stay down, do they?" Rainbow asked.

The predators charged again, as Rainbow flew towards one. Suddenly, she span her body round and round delivering a series of punches. The last punch sent the Ceratosaurus flying to the ground. The second was about to attack Twilight, who summons a magical shield to protect herself. The carnivore bumped against it, unable to harm her. He scratched and bit the shield, which proved too powerful. Twilight used the shield to shove the predator back. The third and the other attacked by Rainbow charged toward the ponies again. Applejack walks in front of her friends, ready to attack. As the Carnivores got closer, she stands on her hind legs, her front hooves in the air and…

"GET LOST!" Applejack shouts.

She stomps her hooves with great force to the ground, the impact caused a few cracks in the ground and creates a shockwave so big the three predators fly in the air and drop to the ground. Twilight, Rainbow and Jiminy were completely surprised, their jaws hung wide open even Applejack herself was surprised. The three Ceratosaurus got up again, looking at the cowgirl with fear. Applejack stood ready to fight again, clopping hard on the ground. The carnivores, not expecting this from their prey, ran for the hills fading into the distance. Applejack looks upon her hooves with surprise.

"Whoa!" Rainbow said, amazed. "How did you do that?"

"I knew you were strong, Applejack," Twilight said. "But that was totally unexpected and amazing!"

"Guess I don't know my own strength, sometimes," Applejack smiled.

But then, the desperate cries of the trapped dinosaurs brought them back to reality.

"Come on," Twilight urged. "We gotta get them out!"

They quickly ran toward the trapped dinosaurs, skidding in front of the mud.

"Don't worry, ya'll," Applejack said to the trapped dinosaurs. "We'll get ya out."

"How are we going to do that?" Rainbow asked.

"Yeah, if we go in the mud, we'll be stuck too," Twilight points out.

"We can't stay here doin' nothin'," Applejack insists. "We gotta think of something to get them out of the mud and fast!"

They all thought hard until Twilight remembered the time when an Ursa Minor terrorized Ponyville, having used her magic to lift the creature after playing soothing music to make it fall asleep. She wondered if she could do the same for the dinosaurs. It'll acquire a lot of energy and effort, like with the Ursa Minor, but she had to if she wants to save them.

"I know what to do," Twilight said, preparing herself. "Stand back, every pony."

Without further questions, Applejack, Rainbow and Jiminy took a few steps back. Suddenly, Twilight charged her horn as a pink aura surrounds one of the Brontosaurus. She exerted extra magic through her horn, which glowed brighter. Just like that, the Brontosaurus levitated from the mud, its feet free and he landed safely on the sand. Twilight did the same for the rest, as Jiminy looked on wide-eyed. Applejack and Rainbow smiled, knowing she could do it.

"She's incredible!" Jiminy gasped. "You ponies keep surprising me."

"Yep, she's always been number one in our book when it comes to magic," Applejack said.

"She's pretty awesome for an egghead," Rainbow said.

"I heard that!" Twilight said, struggling.

After a few minutes, all the trapped dinosaurs were free, and Twilight plopped down exhausted. Her friends rushed toward her.

"Twi, you okay?" Applejack asked.

"Yeah…" Twilight sighed, breathing heavily. "Just put a little too much effort."

"Well done, Twilight," Jiminy smiled. "Bravo!"

A Brontosaurus approached Twilight, lowering its head gave her a lick as a way of saying, 'Thank you'.

"You're welcome," Twilight smiled.

"Here, drink," Jiminy said, offering a bottle of water.

"Thanks," She said.

Twilight took the bottle with her magic, guzzling down the water. But then, a scream made her spit the water onto Jiminy, drenching him and making him cough.

"That sounds like Fluttershy!" Applejack said, worried.

But that wasn't all, as more screams could be heard.

"And the others are in trouble too!" Jiminy said, wringing his clothes.

Twilight turned her attention to the dinosaurs, who shook off some of the mud.

"We in search for new land and food to survive," Twilight explains. "Stay with the rest of the herd, I have friends to save."

A Brontosaurus gave her a nod, motioning the others to follow the rest of the herd. Twilight, Jiminy, Rainbow and Applejack ran as fast as they could to save their friends from the unknown threat. Another dust cloud appears blinding their view. Fortunately, it didn't take long to find their friends and they gasped in fright. A familiar enemy stood face-to-face with the ponies: The Tyrannosaurus, slowly walked toward them hungrier than ever. Fluttershy, Rarity, Pinkie Pie, Spike, Octavia and Vinyl were not only afraid, they were trying to protect two baby dinosaurs: A Stegosaurus and a Parasaurolophus. Twilight, Rainbow, Applejack and Jiminy quickly ran in front of them.

"Where have you been?" Fluttershy asked, frightened.

"We just saved some dinosaurs trapped in the mud," Twilight explained.

A growl drew the Equestrians back to the T-Rex, which was coming closer.

"Looks like we have to fight again," Rainbow said.

"No doubt about it," Applejack agreed, as she and Rainbow prepared themselves.

"Twilight, I know that T-Rex," Fluttershy whispered to Twilight. "It's the same one that killed Charlie."

When Twilight heard that, she turned toward the giant predator in front of her. She was afraid it was back, coming to devour her and her friends, but then she felt a raw rage remembering what it did to her new friend. She charged her horn with her magic.

"That monster will pay for killing Charlie," Twilight said, angrily. "This time, I won't flee!"

The giant carnivore drew closer, its tongue hanging loose from its mouth.

"I won't let you kill any pony else!" Twilight shouts, ready to attack. "You hear me?!"

But the Tyrannosaurus didn't listen, it kept walking toward them until suddenly, she felt very weak. She looks toward the sky, growled and fell forward with one hard thud on the sand. The Equestrians were immediately surprised.

"What happened?" Pinkie asked.

"It… It just collapsed," Octavia said.

Twilight slowly approached the T-Rex, her horn still glowing. But the beast didn't budge.

"Is she…?" Spike asked, nervously.

"I don't know," Twilight said, quietly. "I don't see any movement."

Twilight slowly approached the predator, close enough to touch it. But suddenly, the Tyrannosaurus bellowed a loud, fierce roar drawing Twilight back.

"AH!" She screamed.

The T-Rex roared for a few more seconds, before dropping its head on the ground, the eyes looking up. Our heroes stood silent for a moment.

"Okay, is she still alive?" Rainbow asked. "I'm not sure right now."

Twilight looked around and grabbed a long stick with her magic. Slowly, she poked the giant predator, but it made no movement.

"No movement," Twilight confirms.

"She's definitely dead," Jiminy determined. "See how her eyes look up. She must've suffered from dehydration."

They never expected the killer of their new friend to die this way. The fearsome ruler of the carnivores losing its majesty. While the rest of the group stare like deer against headlights, Twilight, Fluttershy and Spike took a closer look at the lifeless predator, happy it won't kill and eat other dinosaurs.

But then, they heard a chirping sound stemming from close by. When Twilight and Fluttershy looked on, they saw something that made them gasp with shock. Another Tyrannosaurus Rex, but the one wasn't an adult… It was an infant. Unlike, his mother, his arms were tiny with two fingers at the front instead of three. He made a few chirps, walking toward the lifeless body of the adult Tyrannosaurus, possibly his mother. The young T-Rex sniffed the body, chirping for a response. Twilight and Fluttershy didn't know what to say, except they felt terrible.

"She… She was a mother," Fluttershy said, softly. "They were… Struggling to survive."

"Just like any dinosaur," Twilight nodded, feeling pity.

The baby dinosaur kept sniffing and chirping, even nudging its head against the adult's body for a response. But none came. Finally, the baby dinosaur realized his mother won't wake up, sniffing in sadness, tears welling, and a mournful cry came out. The whole thing caused Twilight, Fluttershy and Spike to cry tears of sympathy for the young predator.

"Oh Twilight, I feel so bad," Fluttershy said, sadly. "The poor thing, losing his mother because of this heat. What do we do?"

Twilight thought about it, as she looked toward the baby T-Rex.

"We can't leave him behind," Twilight said. "Even if his mother was a notorious killing machine."

"I think I know how to get his attention," Fluttershy said, turning to Spike. "Spike, do you have a sandwich? It has to have meat in it."

"Okay, um…" Spike dug in his backpack, taking out the sandwich. "Here you go. Why do you need it?"

"You'll see," Fluttershy said.

With the sandwich in her mouth, she ran back to Twilight. Taking the sandwich in her hooves, she reached out to get the infant's attention. The young T-Rex picked up the scent, turning toward her.

"Hey, little one," Fluttershy said. "Look what I got for you."

The baby dinosaur slowly approached the two ponies, trying to take a bite from the sandwich. Both ponies and Spike walked backwards while the baby T-Rex followed.

"That's it," Fluttershy said. "Keep following."

While Twilight, Fluttershy, and Spike made the infant follow them, the rest of their friends could see from a distance. They had a mix of confusion, surprise and even shock. Jiminy's eyes were especially wide.

"Good heavens!" Jiminy said, worried. "Do you realize what you're doing? Do you have any idea what that is?"

"I know, Jiminy," Twilight nodded. "But that big T-Rex was its mother; he won't survive without her."

"Charlie's killer is its mother?" Vinyl asked, wide-eyed.

"Yes," Twilight answered. "Even though she killed many dinosaurs, she's still another creature trying to survive. We can't leave her infant behind with no pony to care for it."

"But Jiminy makes a point," Octavia points out. "That dinosaur is a carnivore. What if it grows up and tries to eat us?"

"I can teach him not to eat us and let him keep his diet," Fluttershy offered. "Maybe he can also eat insects."

"Yeah, we could even him name Chomper or Rexy," Pinkie said. "You know, depending on every pony's taste."

"I'm not sure about this," Jiminy said, nervously.

"Jiminy, doesn't every creature deserve a chance to live?" Twilight asked, with plea. "Whether they're herbivore or carnivore?"

Jiminy thought it out, turning toward the motherless infant, all alone in this cruel world. Jiminy just couldn't say no, as Twilight looked on silently pleading.

"Very well then," Jiminy sighed.

Twilight smiled when she suddenly felt something rub against her chest, surprising her. She looks down to find… The Baby Tyrannosaurus, nuzzling her and purring as it did. The baby looked up at Twilight, a smile on his face. As Twilight gazed upon the baby, she immediately couldn't help but find him to be… Cute, especially looking deep into his eyes. Even as a carnivore, it still held the eyes of a mere innocent creature.

"Aww…" Twilight said, petting the baby dinosaur's head.

The others watched the scene, they too couldn't help but smile and feel warm-hearted upon how sweet the baby was.

"He sure is a sweet, little darling, isn't he?" Rarity comments.

"Yay, pretty sweet alright," Rainbow agreed, but suddenly remembers. "Hey Fluttershy, what happened to that sandwich you gave him?"

"Oh, I gave it to him while we were talking," Fluttershy explained. "I guess the sandwich managed to appease his appetite… For now, at least."

Twilight draped a hoof over the young one's shoulder, smiling as she turned to the others.

"Once we find a new valley, we'll decide how we can raise him."

Every pony nodded, turning around to move forward. But before they could move on, they couldn't spot the herd anymore.

"Where's the herd?" Rainbow asked.

"They disappeared through that dust cloud," Spike points out. "I saw it myself."

"We better move on," Twilight urges. "Maybe we can still catch up."

"I'm afraid there's not much of a herd left," Fluttershy said.

"What do you mean?" Twilight asked, worried.

"Twilight, I tried to help the exhausted Gryposaurus, but he was too weak," Fluttershy explains, in despair. "We saw more dinosaurs suffer the same fate. Twilight… They're all dying, one by one."

Twilight's eyes went wide with shock, she didn't how to react to this. She felt so helpless, none more so than the others. Suddenly, they heard a sound.

"Shh! Do you hear that?' Twilight said, softly.

She listens for the sound and recognized it.

"I know that sound; it's the mother Diplodocus! She needs help."

"Then, what are we waiting for?" Rainbow asked.

Together, along with the three baby dinosaurs, they followed the sound of the mother Diplodocus. It didn't take long to find her, but it wasn't a pretty sight. The mother laid upon the ground, suffering from the heat and struggling to get up. But she wasn't alone, one of her babies stood beside her watching helplessly. Where the others are was a mystery, and our heroes couldn't bear the sight.

"Come on, let's help her," Applejack said.

They approached the mother Diplodocus, who smiled at them the moment she sees the Equestrians.

"Oh, my goodness," Fluttershy said, worried. "You too?"

The mother dinosaur gave a soft growl.

"The heat is too much for her," Fluttershy observed. "Just as I feared."

"Where are the rest of your litter?" Twilight asked.

The mother gave a sad growl, Fluttershy gasped in sorrow.

"What did she say?" Twilight asked, worried.

"Three of her babies suffered from the heat, the fourth was eaten by a predator," Fluttershy translated. "She did everything she could to protect them, but it wasn't enough. Now she only has one baby left."

Every pony gasped in shock and horror. The situation was worse than they thought.

"How awful," Rarity said, softly.

"Try to get up," Twilight said to the mother. "We'll help you."

The mother Diplodocus tried to push herself to her feet, struggling to stand. But she gave up and plopped her head on the ground, breathing heavily.

"Give her some water!" Twilight said. "Where's the water?!"

Fluttershy searched her saddle bag for a bottle of water. But then, she heard a low growl and turned around with her eyes widened. The mother Diplodocus shook her head.

"What? You don't mean that!"

"What did she say now?" Vinyl asked.

"She said… We must leave her behind," Fluttershy translated. "To go on without her."

"What?!" Twilight said, shaking her head. "No… NO! We're not leaving anypony behind. Fluttershy, the water! NOW!"

Fluttershy hesitantly made to give Twilight the water, but the mother dinosaur stopped her with another low growl.

"Could you translate the rest of what she says?" Rainbow asked.

Fluttershy nods and translate everything the mother Diplodocus growled.

"Don't… I will only slow you down. You must leave me; I've got no more strength left."

"No, please…" Twilight said, teary eyed. "Don't…"

The dinosaur gave a smile, weakly growling.

"It's… It's okay," Fluttershy translated, shedding tears. "I have one last request for you."

"What is it?" Twilight asked. "I'll do anything."

The mother dinosaur softly growls, while shedding a tear.

"Promise me," Fluttershy translated. "Promise me you'll take good care of my baby."

Twilight gasped, turning toward the baby dinosaur. This was a horrible situation indeed, a mother too weak and dehydrated to do anything. The baby Diplodocus would be all alone and without a mother's care it will meet the same fate… Unless the Equestrians take care of it. Too many dinosaurs perished in this godforsaken place and Twilight wasn't letting more die, especially the young ones.

"I promise," Twilight nodded.

The mother dinosaur gave her one more smile, softly growling.

"Thank you, Twilight," Fluttershy translated. "I'm glad to have you as my friend… And to have you… Part of my herd."

Suddenly, the mother Diplodocus ran out of air and slowly closed her eyes. Our heroes couldn't believe what happened, another good friend had died before their eyes. They immediately began to cry. Applejack and Jiminy took off their hats in respect, even Vinyl removed her sunglasses in disbelief. The baby Diplodocus walked towards Twilight, nuzzling against her while shedding tears. Twilight herself caressed the baby with her hoof.

"Don't worry, little one," Twilight said. "I'll look after you… I promise."

For almost fifteen minutes, they paid their respects for a fallen friend. Eventually, it was time to move on.

"Come, we must move on," Twilight said, calmly. "We can't stay much longer."

Suddenly, Pinkie Pie and Applejack heard another chirping sound they recognized. They turned and saw the two baby Triceratops they first met, running towards the Equestrians with sadness in their eyes.

"Oh, Cera," Pinkie cried, caressing the two babies. "You and your sister too?"

"This is terrible," Applejack said, sympathizing. "We lose another good friend and now six baby dinosaurs lost their parents."

"Actually, they're not the only ones," Spike said.

He opened his backpack and revealed an egg the size of a ball.

"I found this little fella in a nest, completely abandoned. There was no one around and I couldn't leave it all alone. It's another defenseless egg… Like I was."

"We got to find a new valley with food and water," Twilight said, worriedly. "And we have to find the missing sheet music. We stay here any longer, we're all doomed."

"Did you see which way the herd went exactly, Spike?" Rarity asked.

"That way," Spike pointed forward.

"Let's go, every pony!" Twilight said.

Spike placed the egg back in his bag and pushed through the dust cloud, as the sun cast more heat upon the landscape.

"Stay close, young'uns," Applejack said to the babies. "I ain't sure what's gonna happen."

* * *

For three hours, our heroes walked across the plain and still haven't found a valley. They stopped once in a while to eat and drink, even nursing the baby dinosaurs to keep them alive. The only trouble was the heat itself, making them very sweaty and exhausted.

"Cause I love… To make you… Smile… Smile… Smile…"

The ponies turned to see Pinkie Pie, trying to sing to keep her spirits high in the heat. The sun was driving her crazy.

"Yes, I do. Fills my heart… Sunshine… All the while… HA-HA-HA-HA!"

The others weren't doing any better. Fluttershy and Rainbow dragged their wings across the sand, Rarity and Octavia's manes were a complete mess and the others panted like dogs. Even Jiminy fanned himself with a feather.

"Could this heat get any worse?" Rainbow asked.

"Please, don't jinx it Dash," Twilight said.

"Too late, it did," Jiminy said.

"We've been walking for hours!" Rainbow groaned. "We'll never find the herd or the new valley. I'm beginning to feel this quest is ill-fated."

"We have to keep searching, Rainbow," Twilight said.

"For how long? My wings are tired, Jiminy's turning crispy and Pinkie is suffering… PINKIE PIE! Just like the time we went into the Badlands to save Equestria, but…"

The two ponies watch Pinkie Pie writing in the sand, a tight grin on her face and her mane deflated. No one could tell what she was writing, looking like a bunch of random lines, but this was serious. She looked up toward them, with an eye twitch.

"So, what do you think girls?" Pinkie said. "All I need is a title. I was thinking of something along the lines of "No Cupcakes and No party make Pinkie something, something."

"Go crazy?" Twilight asked.

"Don't mind if I do!"

Next thing she knew, Pinkie started laughing madly rolling around in the sand and even covering up whatever she was writing. She throws her face around, her tongue hanging around, as all the others could do is watch with concern and fear. Even the baby dinosaurs hid behind one of the ponies.

"Maybe we should save our energy, Rainbow," Twilight said.

"Save my energy?!" Rainbow shouts, tugging her mane. "If I stay one minute in this wasteland, I'll have nothing left. I'll be crazy as Pinkie Pie or dramatic as Rarity!"

"I beg your pardon!" Rarity gasped, insulted.

"We have to find new land," Twilight insists. "It's the only hope of saving the dinosaurs and their children."

"Face it Twilight: Some of the dinosaurs perished under the heat, including the infants' parents!" Rainbow pointed out. "What if the rest have perished as well?"

"We can't be sure!" Twilight argues. "We need to keep looking."

"Hey, guys! I think I found something!"

Every pony turned toward Spike, who was inspecting the ground. As they approached, they studied the ground and found a trail of footprints.

"Footprints," Vinyl said.

"Not just any footprints," Rarity said, using a magnifying glass. "These are big ones, several of them from a different dinosaur. And they're still fresh, it must be the herd."

"Rarity's right," Jiminy concurred, inspecting with his glasses. "They can't be far away."

"If we're lucky, they found new land," Twilight smiled, hopefully. "PINKIE!"

"Yes?" Pinkie said, poking her head out of the sand.

"Can you follow the trail and see where it leads?"

"Okey-dokey-lokey!

Pinkie Pie plopped out of the sand, shaking off the bits and fully recovered. She began to sniff the ground like a hound, as the others followed.

"They're close all right. Yep, it's definitely them."

"Sic 'em, Pinkie!" Applejack ushered.

Pinkie ran while following the footprints as a ray of hope filled the group.

"You hear that, little ones?" Fluttershy asked. "We're almost there."

The little dinosaurs chirped happily, running after Pinkie. The party pony was well ahead, as she followed the footprints.

"Almost there! Almost there! Almost…"

Suddenly, Pinkie Pie skid to a halt. One look ahead of her and her smile disappeared. She looks totally devastated at the grim sight.

"Pinkie, did you find the…" Twilight stopped midsentence, shocked. "Oh no…"

It didn't take long for the others to arrive with the same reaction.

Before their eyes, an entire valley of destruction stood. No green, no water, no life. Just absolutely nothing, just the same as every place they passed. But their most shocking discovery are the various dinosaur skeletons on the ground. Corythosaurus, Triceratrops, Apatosaurus, Stegosaurus, even Tyrannosaurus Rex.

They silently walk down the hill, into the valley of death with complete looks of shock.

"Heavens to Celestia," Rarity said, softly. "They're all dead… They're extinct."

"We've failed," Fluttershy said, tears streaming.

"But… But… Is there no other valley?" Twilight asked. "Is everything on this world destroyed?"

"I'm afraid so, Twilight," Jiminy said, regretfully.

"Maybe they're not really dead," Pinkie said, hopefully. "Maybe there's still some life in them."

The others can only watch as Pinkie approached the skeletal remains of a Parasaurolophus.

"Hey, buddy. Can you say something?"

But answer there came none.

"You sure you won't say a _single_ word? Pretty please?"

But Pinkie's smile hid her true feelings, even she couldn't deny the reality of the situation. The dinosaurs are gone… Forever.

"Wow… You really are dead, aren't you?" She said, depressed.

Even though Octavia was sad for the loss of their dinosaur friends, the skeletons made her uncomfortable. The baby dinosaurs walk toward the skeletons of those they recognized, maybe even knew. They sniffed at them and shed a few tears.

"What do we do now, Twilight?" Applejack asked.

"I don't know," Twilight shook her head. "This is just horrible. There's no land with food and water, and we've lost all of our new friends! I honestly don't know what to do!"

Twilight shed a few tears, as Applejack placed a hoof around her friend.

"We've tried all we could," Applejack said, comforting. "It's not our fault."

"Applejack's right," Jiminy said. "This environment changed drastically beyond our control. That's what caused these poor animals to die."

"But what's going to happen to the baby dinosaurs?" Fluttershy asked, sadly. "We promised to take care of them."

They all faced the baby dinosaurs, who were still looking at the skeletons.

"They'll never survive in this world," Twilight shook her head. "If we leave them here, they'll suffer the same fate."

She began to think hard, while looking at the infants. Then she nodded her head, as if she knew what must be done.

"New plan, everypony: We're going to find the missing sheet music in this realm," Twilight instructs. "Then, when we find the others… We're taking the baby dinosaurs to Equestria."

Her friends were surprised at her decision.

"Are you sure, Twilight?" Jiminy asked.

"I've never been so sure in my life," Twilight answered.

"But where could we let them stay?" Spike asked.

"They can stay with me in the animal sanctuary," Fluttershy offered. "It'll be as close to home for them and we can visit them any time we want."

"Thanks, Fluttershy," Twilight said.

"Sounds fine by me," Applejack nodded.

"I second the notion," Rarity said. "As much as I'd like the baby Parasaurolophus with me, can't risk it munching on my dresses."

The others agreed with Twilight's idea.

"Then it's settled, we take the infants home with us," Twilight declared. "But first, let's find that sheet music and get out of here."

"We're too tired to go any further," Rainbow groaned. "Can't we do it tomorrow?"

"Yeah, my hooves hurt," Vinyl said.

Twilight looked at her friends and the infants. They were just too exhausted from walking all day.

"Let them rest, Twilight," Jiminy advised. "They need it."

"Fine," Twilight sighed, nodding in understanding. "We'll stay here for the night. Any pony have a tent?"

"I've got seven plus one spare, including Rarity's jumbo-sized tent," Pinkie answered. "They're in the saddlebags."

"I think it would be best we sleep with two in one tent," Twilight suggests. "Each of us will take a baby dinosaur to sleep with her… Or him."

_She was referring to Jiminy and Spike, wouldn't want to leave them out._

They all nod in agreement.

"Alright then," Twilight nodded. "Let's set them up."

They open their saddlebags, removing five tents, including Rarity's, and set them up. They each decided who they're going to sleep with. Fluttershy sleeps with Rainbow, Octavia with Vinyl, Pinkie with Applejack, Jiminy with Twilight and Spike gets the chance to sleep with Rarity.

"Now that we know who's sleeping with who," Twilight continued. "The only thing to do is decide which baby dinosaur to sleep with. I'll take the Diplodocus."

"I'll take the Stegosaurus," Fluttershy said.

"I've got Cera and her sister," Pinkie said.

"Parasaurolophus," Rarity said, simply.

"Guess that leaves us with the baby T-Rex, Tavi," Vinyl said, nudging Octavia.

"You sure it's safe for a meat-eating dinosaur to sleep with us?" Octavia asked, nervously.

"Don't worry, he won't hurt any pony," Vinyl assured. "Isn't that right, Mr. T?"

The baby T-Rex nuzzled its head against Octavia's chest, while the cellist gave a few soft pats on its head.

"Well… I suppose one night won't hurt," Octavia said. "He is… Kind of cute."

"We better get to bed," Twilight said. "We've got a big day tomorrow."

Every pony nodded in agreement.

"Come along, little one," Rarity said, stroking the baby Parasaurolophus. "You get to sleep with me."

"Don't forget me," Spike added.

"Yes, you too, Spikey-Wikey."

It wasn't long till every pony were inside their tents and in bed, even if it's still the afternoon. All the walking in the sun tired them out, they needed the rest if they were to find the fourth sheet music. They slept without the sheets this time given how hot it was.

"Sleep well, every pony," Twilight said.

"Sleep well," Every pony said.

All the tents were closed, and they eventually drifted to sleep. Of course, it's not going to be easy considering they lost all their dinosaur friends. But the infants beside them gave them some comfort. It was still a shock they couldn't do more to help, some crying themselves to sleep. After paying their respects, eventually they drifted off to dreamland.

* * *

Our Equestrian heroes had slept until noon. Normally they'd wake earlier, but they were tired from walking all day they slept longer. The sun was at its highest peak, as the moon drew close to the same position, slowly forming a solar eclipse over the desolate landscape. The Equestrians and baby dinosaurs emerge from their tents, well rested and with enough energy to press on.

"Good morning, every pony," Twilight yawned. "Did you sleep well?"

"It was difficult at first," Rarity said. "But yes, we managed to rest well."

Twilight looked at the sun and saw the moon drawing closer.

"Look!" She pointed, making every pony face the sky.

"Well, I'll be!" Jiminy gasped. "The moon is moving in front of the sun. You know what that means?"

The ponies began to think.

"I know what it means," Twilight answered. "There's going to be a solar eclipse. It's when the moon blocks off the sun's light, leaving the land in darkness for a while.

Every pony spoke in awe to each other.

"Wow!" Pinkie said. "If I knew there'd be a solar eclipse, I would have brought some eclipse glasses. Watching an eclipse without glasses causes blindness, you know?"

"That is correct," Jiminy said.

"Guess that means I'm covered," Vinyl said, adjusting her sunglasses.

"Uh guys, ah don't want to be a spoilsport," Applejack cut in. "But shouldn't we find the sheet music?"

"Applejack's right," Twilight said. "We've lost enough time sleeping too long. We have to find the sheet music before the eclipse comes up."

"But that could still take days!" Rainbow said, worriedly. "How far do we have to search for a piece of paper?"

While they talked Vinyl looked behind her and smiled.

"Maybe we don't have to. Look!"

Every pony turned to where Vinyl is pointing. A purple sheet music floated mere centimeters above ground, ready to be taken. Every pony smiled when they found it.

"I'll get it!" Pinkie volunteered.

She merrily hopped toward the sheet, just close enough to reach her hoof to grab it. But then her hoof stopped, and her tail began to twitch. As soon as she noticed, she gasped.

"Twitch-a-twitch! Twitch-a-twitch!"

"What's wrong with Pinkie?" Jiminy asked.

Twilight recognized her friend's motions all too well.

"Oh no… Her tail is twitching."

"Twitchy tail?" Spike asked, until his eyes widen. "Twitchy tail!"

Every pony gasped, but this was unknown to Jiminy.

"Whoa, whoa, whoa! Hold on there. What's wrong?"

"Something's gonna fall!" Spike yelled, panicking. "Something's gonna fall! We gotta run!"

"Pinkie has these strange feelings that allow her to predict the future," Twilight explained.

"Predict the future?!" Jiminy said, in disbelief. "That's impossible!"

"I thought so when I first heard that," Twilight admits. "But she proved me wrong. Those feelings are real."

"What does a twitchy tail mean?" Jiminy asked.

"It means something's going to fall," Twilight answered. "I don't know what, but it could be anything."

Suddenly, they heard and felt something beneath their hooves and feet. It made them uncomfortable. Even the baby dinosaurs knew something wasn't right.

"Do you hear that?" Rarity asked.

"Is that your stomach, Spike?" Fluttershy asked, hopefully.

"I don't think so," Spike shook his head.

"It's probably just thunder…" Vinyl said, uncertain. "From… Under… The ground?"

Suddenly, the ground began to shake violently and began to crack.

"IT'S AN EARTHQUAKE!" Twilight shouted. "Run!"

The ground cracked some more, a giant chasm opening with chunks of earth, bone and rock falling down. The Equestrians and baby dinosaurs were separated on two sides: Twilight, Rarity, Fluttershy, Jiminy, the baby Diplodocus, baby T-Rex and baby Parasaurolophus on one side of the rift, while Rainbow, Applejack, Octavia, Spike, Vinyl, the baby Stegosaurus, along with Cera and her sister were on the other. They huddled close to the edge of the rift, struggling to keep their balance. The massive tremors grew worse.

"AAAAAAAAAAAAAHHH!" They screamed.

From underneath Pinkie, huge rocks lift her in the air screaming. Rocks fell down the chasm and mountains appeared from the ground, they all tried not to fall.

"Twilight!" Rainbow shouted.

"Rainbow!" Twilight shouted back.

"Stay there!" Rainbow shouts again. "We're coming!"

Suddenly, a huge chunk of earth broke beneath Vinyl, making her scream and fall. She grabbed tightly on a piece of rock dangling over the edge, which Octavia saw.

"Vinyl!" Octavia shouted, running toward the edge.

"Tavi, no!" Vinyl shouts.

"Give me your hoof!" The cellist pony shouts, reaching her hoof out.

"Go away!" Vinyl insists. "You'll fall too!"

"I'm not leaving without you!" Octavia said, trying to grab her friend. "Please give me your hoof!"

The white unicorn reached her hoof out but couldn't touch Octavia's.

"I can't reach!"

"Just get closer! A little closer!"

Vinyl tried to get closer, but her other hoof slipped, and she almost fell into the chasm. But Octavia quickly grabbed her hoof before that could happen. She tried to hoist her up but didn't notice the earth beneath her cracking. Applejack saw that with wide eyes, running toward Octavia.

"Octavia, look out!" She yelled.

Octavia noticed the crack increased and hurriedly hoisted Vinyl up. But it didn't take long for the earth to crumble and drop both ponies. They screamed loudly while falling, but then the cellist pony felt something pull her tail. She looked up and saw Applejack holding her tail with her mouth.

"Hang on!" Applejack said.

Applejack hoists them up, as the Equestrians on the other side watch helplessly. Suddenly, a few huge rocks and mountains emerge behind Twilight. She used her magic to destroy a few.

"It's going completely out of control!" Twilight said.

"Guess Mother Nature is in a bad mood today," Jiminy said.

The tremors increased further, as chunks of earth began to plummet down the chasm. Suddenly, the baby Parasaurolophus lost its balance and almost fell. It held on the edge, trying to claw back up. The Equestrians saw that and before they could do something, the baby fell into the chasm.

"NO!" Rarity shouted.

On the other side, Rainbow took notice and quickly dived down the chasm. More rocks and bones fell down, making it difficult for Rainbow to reach the dinosaur. But determined to not let it die, she did a barrel roll and blasted off, creating a small rainboom in the process. She drew closer and closer as the baby kept falling down.

Just when it seems too late, Rainbow flew up with the baby Parasaurolophus in her hooves. In a moment of slow motion, she dodged each and every rock in her way and bounced against a few like a ball in a pinball machine. One of those rocks destroyed a Tyrannosaurus skeleton.

Meanwhile, Applejack pulled Octavia up as the grey mare held her friend's hoof tight. But suddenly, Vinyl's hoof began to slip.

"Octavia, my hoof is slipping!" Vinyl shouts.

"Try to hold on!" Octavia said.

"It's sweaty!" Vinyl said, struggling to hold on.

But her hoof slipped further, until it slipped completely out of Octavia's grip. The DJ screamed and fell down.

"VINYL!" Octavia shouted, desperately holding out her hoof.

The DJ pony kept screaming, fearing it was over. But then a familiar rainbow streak caught her. As Vinyl tilted her glasses, she stopped screaming and found herself on the back of Rainbow Dash.

"Gotcha!" Rainbow said.

"Oh, thank goodness!" Octavia sighed, smiling.

As Applejack pulled Octavia up, Rainbow flew to Twilight's side of the chasm and placed both Vinyl and the baby Parasaurolophus safely on the ground. Every pony was so happy they were both safe.

"Thanks, rainbow," Vinyl smiled. "I owe ya one."

"No biggie," Rainbow said. "Just stay here, while I get the others."

Rainbow flew to the other side a few times to retrieve the other dinosaurs and Equestrians. It didn't take long till all were reunited and the Earthquake ended. Octavia rushed toward Vinyl with a tight embrace before the DJ could say anything.

"I thought I lost you… I was so afraid!" Octavia cried.

Vinyl said nothing, just returned a hug to Octavia as Rarity stroke the baby Parasaurolophus. Twilight smiles but had the feeling some pony was missing.

"Wait! Where's Pinkie?"

"Over here!"

Every pony looked around until they faced the sky and saw Pinkie… Hovering? She was using her tail like a helicopter. Now Jiminy has seen Pinkie do unexplainable stuff, but the more these things happen the more he was used to it. Pinkie softly landed on the ground as her tail stopped spinning.

"Pinkie, did you…" Twilight began.

But before she could finish, a heavy wind struck her face. It didn't take long for the wind to grow stronger, making all the baby dinosaurs panic.

"Now what?!" Rainbow shouted.

"With this much wind, I think a storm's coming!" Jiminy shouted, holding his hat.

"I have a bad feeling about this," Fluttershy said, worried.

They also heard something drawing close from the distance.

"Rainbow, can you see where that sound is coming from?" Twilight asked.

"On it!" Rainbow saluted.

Rainbow took to the air, just high enough to immediately see where the distant sound came from. The wind blew a mighty storm and the sea inland, flooding everything in its path.

"Not again!"

"What do you see?!" Twilight asked.

"The sea is coming our way!" Rainbow shouts. "It's flooding everything!"

Every pony gasped in horror, as Rainbow flew back down.

"We gotta leave now!" Spike shouted, panicking.

"We need to get to space; there's no other way!" Twilight said.

Quickly, Twilight opened her bag and used her magic to pull out the spacesuits.

"Quick! Every pony get your suit on!"

She hastily gave the spacesuits to each pony, putting them on as fast as they can. As the sea came close, the Equestrians zipped their suits shut and put on the helmets and jetpacks quickly.

"All set to leave!" Applejack said.

"Wait!" Rarity realized. 'The dinosaurs don't have spacesuits!"

"Can't you just make some?" Rainbow asked.

"I don't have any fabric or helmets with me," Rarity said. "Making a suit takes time.

"Uh… Guys," Spike pointed, as the sea drew closer.

"How about your magic, Twilight?" Rainbow asked.

"I don't know if I can," Twilight said.

"Guys?!" Spike said, pointing rapidly.

"Then how do we take them with us?" Rainbow asked again.

"GUYS!" Spike shouted. "Water! Closer! NOW!"

They turned around and saw the water dangerously close. Twilight looked at the water, then the baby dinosaurs, repeating the process over and over until she had an idea. Granted, she never tried it before, but no time to think. Her horn glowed and she summoned a massive bubble around the babies. The bubble gathered just enough air so they could breathe.

"Let's blast off!" Twilight said.

They all pushed the button to activate their jetpacks, flying into the air while dragging the bubble with the baby dinosaurs along. The sea flooded the ground beneath them, as the thunder roared, and the wind howled.

"Ponies away!" Pinkie shouted.

The water ascended higher until it reached the mountains. Suddenly, it stopped as our heroes dodged the lightning bolts in the sky.

"Brace yourselves!" Twilight shouted. "We're going through the many layers again! Keep going!"

In doing so, Twilight kept one eye on the big air bubble with the baby dinosaurs as they pushed through many layers of the Earth once more. Eventually, they could see the stars again.

"Just a little more…" Twilight said, as they struggled.

Finally, they've reached space and breathed a sigh of relief, happy to be alive.

"We've made it!" Spike said. "We're safe!"

Octavia's eyes went wide after everything, clutching Vinyl tightly.

"I don't think I want to experience anything else that could almost end our lives," Octavia shuddered.

"Don't be so dramatic, Tavi," Vinyl said, patting her friend's back "Least we're still alive."

"I wouldn't disagree with her," Jiminy said. "If the meteor truly killed the dinosaurs, that would ruin my week for sure."

"Oh no!" Twilight shouted, her eyes in realization.

"What is it, Twilight?" Fluttershy asked.

"The sheet music!" Twilight panicked. "We forgot it!"

"Don't panic so soon," Pinkie said, pulling out the purple sheet music. "Ta-da!"

"Alright, Pinkie!" Rainbow said.

"Well done, Pinkie," Twilight sighed in relief.

Pinkie smiled, as she puts the sheet music away. They all took a look at the Earth, now completely covered with water as the moon stands in front of the sun, casting a red and pink glow. Fluttershy couldn't help but shed a few tears after everything that's happened. Rarity took notice and wrapped her arms around her. She couldn't bear to watch her friend cry.

"There, there, darling," Rarity said, nurturing.

"It's all gone," Fluttershy whispered, sobbing. "Our dinosaur friends… The valley… Gone."

Jiminy floated towards her, trying to comfort her too.

"I know how you feel, Fluttershy. We all feel the same. Nobody ever wants these things to happen. But the mighty dinosaurs are gone. 65% of life on Earth died during this terrible extinction."

Every pony was silent, letting the fact sink in.

"Jiminy, what happened after the dinosaurs were gone?" Twilight asked.

"Well, the Earth began to rebuild itself," Jiminy explained. "Giant mammals were dominant species on the planet. The most famous is the Wooly Mammoth, an elephant with a fur coat able to survive the cold during the Ice Age. Another important event was the dawn of men. Some smaller mammals who survived the extinction were their earliest ancestors. In order to survive, they became apes and later they began to walk upright, slowly changing into the first humans. Soon they'd become the humans we know today."

"Extraordinary!" Twilight said.

"I still miss them," Fluttershy said. "Charlie… The others…"

"We all do, Fluttershy," Jiminy said. "But after all, these magnificent creatures walked the earth for over 160 million years on the very ground we stand on after all that time. But if you look closely, you should know they're not really gone."

Fluttershy stopped sobbing to listen carefully, along with the others.

"Remember the Troodon and Archaeopteryx we saw?" Jiminy asked. "And what I said about dinosaurs and birds?"

"That they're descendants?" Twilight asked.

"Oh yes," Jiminy smiled. "The next time you see a bird outside or in your garden, just imagine it 600 times bigger with razor-sharp teeth."

Fluttershy smiled and nods understandingly.

"You know, I first through dinosaurs were mean like dragons. But I was wrong. True some were mean, but there were some very gentle. They all had one thing in common: They're creatures that care for their young like us and other animals. They'll do anything to stay alive. Whether you eat plants or… Eat another dinosaur. Nature is cruel, but also beautiful. You just have to look hard enough."

Every pony nodded in agreement.

"Well, at least we saved a _few_ dinosaurs," Pinkie points out.

They all look toward the baby dinosaurs safe inside the air bubble.

"We'll take good care of them," Twilight nodded, smiling.

Suddenly, a bright light appears behind them as the portal opened.

"Come on, Deems is probably waiting," Twilight said.

Soon they all entered the portal, which closed behind them. The flooded Earth moved in front of the Eclipse, covering everything else into darkness.

* * *

**The Orchestra Stand**

In the meantime, Deems, Leopold and the rest of the orchestra waited patiently for the ponies' return. They knew how long it would take in that realm, but they still worried. Suddenly, their prayers were answered as the purple songbook glows and our heroes appear in a flash of life. The people gasp at the sight of dinosaurs the Equestrians brought with them.

"You're back," Leopold said.

"And with dinosaurs too!" An oboe player said.

Deems was surprised by the scenario. But he also saw they were not in a good mood. Getting over the death of the dinosaurs is a tough pill to swallow, especially for them.

"Is everything alright? What happened?"

The ponies, dragon and cricket took of their helmets, their manes slightly messy. They look upon the self-proclaimed Master of Ceremonies with sad eyes.

"It was awful, Mister Taylor," Twilight sobbed. "We befriend those dinosaurs and now they're all gone. Even a T-Rex killed one of them."

Deems knew that would happen, but still he walk toward Twilight for a comforting hug. As he did, he looks upon the baby dinosaurs now free of their air bubble and looking around curiously.

"I see you brought some baby dinosaurs with you," Deems noted.

"Their parents died during the extinction," Twilight explained, sobbing. "We tried everything we could to save them. The Diplodocus' mother, she asked me to care of the only infant she had left. We couldn't leave any of them… Not there."

"Shh, it's alright," Deems assured. "They're safe now; all of you."

The other Equestrians looked sadly at the ground.

"Mister Taylor, we've decided to take the infants to Equestria," Applejack said. "We promise they'd have a great life there."

Deems nodded in understanding.

"Come along, then. You must have experienced a lot back there. We'll have a 15-minute intermission, everyone!"

All the members of the orchestra rose from their seat, walking down the stairs. Pinkie walked towards Deems and handed him the sheet music.

"Here's the sheet music, Mr. Taylor sir," Pinkie said softly.

"Thank you, Pinkie," Deems said, as he took it. "If you need a longer break, just let me know."

"Thank you kindly," Applejack said. "But I think we _do_ need a break."

"Very well, you can tell me everything during your break. I do have something to tell you about the realm of the Rite."

They nodded silently, still sad from the trip.

"Follow me, little ones," Fluttershy instructs the dinosaurs.

As they all followed Deems downstairs for a well-deserved rest, the curtains of the stand close behind them.


	9. IntermissionThe Soundtrack

Since their rough ride in the Rite of Spring, our heroes took a well-deserved rest. The devastation of the landscape and the extinction of the dinosaurs left them totally depressed. Even the baby dinosaurs had a hard time, not just adjusting to a world alien from their own, but the loss of their parents was the most traumatic experience of their lives.

They were together in a room along with Deems, Leopold and the members of the orchestra, whom were also on break. The Equestrians drank some water and apple juice, even eating sandwiches while caressing the baby dinosaurs. The minute they walked in, they told Deems everything that happened: The volcanoes, the storms, the dinosaur attacks, meeting friendly dinosaurs, the Tyrannosaurus that ate their Stegosaur friend, the earthquakes and, of course, how the dinosaurs died before them. After telling the entire story, they remained silent and haven't spoken in minutes. They just didn't know what else to say after what happened.

While eating a sandwich, Deems looked at his pony friends and couldn't help but feel sorry for them after what they've seen. He approaches the quiet group and sits next to Twilight.

"How are you feeling?" He asked.

"Still sad, Mister Taylor," Twilight answered.

"It'll pass, Twilight… It'll pass," Deems said, patting her back. "I'm sorry for your loss."

"Thanks," Twilight said, sadly.

They were silent again, Deems taking the time to think. He knew there was something they still didn't know about the realm and it was time they knew the truth.

"You said some black smoke brought you through different time periods?"

"Jiminy said time had a will of its own in that realm," Twilight said. "I believed him."

"Actually… He's right," Deems said.

The minute Deems said so, every pony drew their attention to him.

"It's true?" Twilight asked. "Time moves forward, all on its own?"

"And backward," Deems added.

"Huh?" Every pony asked, confused.

"The black smoke allows you to go forward and back in time," Deems explained. "It also accelerates moments that happened and repeats them just the same."

"So, what you're saying is… The dinosaurs are alive?" Fluttershy asked, hopefully.

"Well… Yes… And no," Deems answered.

Now the Equestrians were really confused, some feeling sad again.

"You see, the Dinosaurs themselves are trapped in a time loop," Deems continued.

"A time loop?" Twilight asked.

"Yes, one that keeps repeating the same thing over and over for eternity, no matter how often you visit it."

"Isn't there anything we could do?" Octavia asked.

"I'm afraid not, Octavia," Deems said.

Everypony faced each with worry, while Deems turned to a baby Parasaurolophus and stroked its head.

"You made the right choice saving these babies," Deems said, breaking the silence. "Don't stay sad forever. It's no way to live, the dinosaurs wouldn't want that either."

"We know," Twilight said. "It's just hard… We're not used to this."

"Just remember the best times with them, not the worst," Deems advised. "Once the rest of the sheet music are found, you have our permission to take the baby dinosaurs home with you. I know you'll take good care of them."

The Equestrians smile, happy that a person they just met would trust them with such a task.

"But if we still need to find the rest, who's going to look after them?" Fluttershy asked.

"I'll ask Yen Sid and Mickey to watch for them while you're busy," Deems offers.

"You will?" Fluttershy asked.

"Of course," Deems nodded.

"Thank you, Mr. Taylor," Twilight smiled.

"You're welcome, Twilight," Deems said.

"Come here, little ones," Fluttershy said gently.

The tone had the baby dinosaurs gather toward her, giving their full attention.

"Now listen carefully: Mr. Taylor is bringing you to some friends of ours, Master Yen Sid and Mickey. They'll take care of you while we help him and the other orchestra members. They won't harm you, so please be nice to them. Okay?"

The baby dinosaurs nodded, understandingly.

"Good. Now go along with Mr. Taylor. We'll be back for you after we find all the sheet music."

They've seen her deploy her gift before, but it still amazed everyone how the baby dinosaurs did just as Fluttershy told them. Spike takes out the egg from his backpack and gives it to Deems, who carefully takes the egg into his clutches.

"Intermission's over, everybody," Leopold announced to everyone. "Everyone back to your places."

"Guess we better move on too, huh?" Rainbow asked.

Everypony nodded, following the rest of the orchestra up the stairs leading to the orchestra stand. The curtain opens and everyone went back to their respective seats. While the Equestrians sat along the floor and the musicians tuned their instruments once more, the baby dinosaurs followed Deems to the orange songbook. He placed his hand on the book and, in a flash of light, disappeared along with the babies. In the meantime, Jiminy was curious about Pinkie's… _Pinkie Sense_.

"That Pinkie Sense of yours is quite the power you have," The cricket remarks. "Does it really predict future events?"

"Weeeeeeell, it basically works like this," Pinkie explains. "I get different, little, niggly feelings that mean different things. Like when my back is itchy, it means it's my lucky day. When my knee gets pinchy, that means something scary is about to happen."

"How come your knee didn't get pinchy when the Tyrannosaurus appeared?"

"I don't know. Maybe it was unexpected… Or the writer didn't think about it."

Jiminy raised his eyebrow, confused by that.

_Seriously, why do I always have to be involved? Doesn't sound realistic, does it?_

"As to explain further, sometimes I get a _bunch_ of random things happening to my body at random times that supposedly predict the future," Pinkie continued. "I call 'em 'combos'."

"Combos? Sounds like something from a video game."

"Well, here's one combo, for example: Ear flop, then knee twitch, then eye flutter. That means the sky is about to be graced with a beautiful rainbow!"

"I see; I'll keep that in mind."

"Too bad my Pinkie Sense couldn't predict something to save the dinosaurs from going extinct," Pinkie sighed, sadly.

When every pony heard her sigh, they looked sadly on the floor. But Applejack tried to stay strong.

"Buck up, ya'll," Applejack said. "Remember what Deems said: We can't stay sad forever."

"Applejack is right," Twilight agreed. "It'll only make us depressed and helpless. We must focus on the here and now. Act more positive and, most importantly, find the rest of the sheet music."

"I just hope no more animals die," Fluttershy said, softly.

Twilight puts her hooves over Fluttershy's and Applejack's shoulders.

"We'll try our hardest to not let it happen again," Twilight assured.

Every pony nodded, as Applejack silently places a hoof over Twilight's shoulder and smiles.

"So, what do we do now?" Vinyl asked. "We still have to wait for Deems to know where's the next realm to go to."

"Hmm… We could play a game!" Pinkie suggested. "How about 'Cutie Cards' or a board game? Oh, I know! I've got 'Chutes and Ladders'."

Pinkie literally pulls out the boardgame, 'Chutes and Ladders', from her mane leaving some members of the orchestra baffled.

"I'm not in the mood for games," Rainbow said, still bummed out.

"Me neither," Rarity shook her head.

"Oh… Okay," Pinkie shrugged.

Pinkie tossed the board game aside; a crashing sound is heard followed by an 'OW!" from backstage.

"Any pony up for some music?" Pinkie asked.

"I can play something on my cello," Octavia offered.

"We could sing a song," Fluttershy suggests. "If you want, that is."

While the Equestrians talk amongst each other, two double bass players overheard their conversation. They whisper to each other and one of them nods. Suddenly, he begins to play a jazzy tune on his bass. The Equestrians hear it and turn behind them. The rhythm made Pinkie smile, and it didn't take long for the rest to do the same.

"Hey," Rainbow said, nodding her head. "Not bad!"

"Yeah!" Pinkie said, gleefully.

Then a clarinetist joins in, making the Equestrians turn another direction.

"Ooh, this is my jam!" Pinkie said.

The party pony couldn't help but dance, as some of the violists join in the jam session. Together, they create some harmonious music. The soft jingles of a xylophone and a few notes from a brass instrument joins in and our heroes enjoyed it very much.

In a flash of light, Deems returns from Yen Sid's tower and approaches the ponies. Meanwhile, the clarinetist played a solo while the rest of the instruments stopped. The Equestrians noticed Deems and Pinkie stopped dancing. Mr. Taylor was about to say something until he noticed the clarinetist still playing.

"Oh, yeah," Deems said, clearing his throat.

The musician stopped instantaneously, while many of the orchestra members couldn't help but chuckle.

"AH think he loves to get carried away," Applejack remarks.

"Yes indeed," Deems said. "I thought you should know I've sent the baby dinosaurs to Master Yen Sid, who promised they're in safe hands."

"Thank you again, Mr. Taylor," Fluttershy said.

"You're welcome, Miss Fluttershy," Deems replied.

"Well, guess we better go to the next realm," Rainbow said, getting ready.

"Not yet," Deems said.

"Huh?" Every pony asked, confused.

"Before I let you go, I'd like to introduce somebody to you," Deems said. "Somebody very important to Fantasia."

"Ooh! Who is it?!" Pinkie asked.

"Well…" Deems began.

"Wait! Wait, don't tell!" Pinkie interrupted. "Let me guess! Walt Disney himself!"

"No, but good guess," Deems answered.

"Okay, okay! Let me think… Um, his brother? No, his wife? No wait, Annette Funicello! Or, or…"

"Pinkie!" Rainbow said, placing a hoof over Pinkie's mouth. "Maybe it's best we let him finish."

The ponies, dragon and cricket raised an eyebrow at the last name she mentioned.

_For those who don't know, Annette Funicello was one of the most popular Mouseketeers on the original "Mickey Mouse Club". Look it up!_

"Thanks Rainbow," Deems said, clearing his throat. "You see, Pinkie, it's neither of them. The person I want to introduce you to is no human, although we treat him as one of us. He's very shy and very retiring. I just happened to run across him one day at the Disney Studios. But when I did, I suddenly realized that he was not only an indispensable member of the organization, but a screen personality whose possibilities nobody around the place had ever noticed. And so, I'm very happy to have this opportunity to introduce you to… The soundtrack."

Every pony faced each other, confused.

"The soundtrack?" Applejack asked.

"Yes, Applejack," Deems said. "He's a being of living sound."

"How can something made of sound live and move?" Jiminy asked.

"The soundtrack is very special," Deems explains. "It can communicate using different sounds."

"Nice!" Vinyl said. "So, where is he?"

"Right behind you," Deems pointed.

The Equestrians turn around but saw nobody.

"I don't see him," Spike said, turning back.

"Oh, he's hiding again," Deems smiled, shaking his head.

Suddenly, the Equestrians see something move from behind a wall.

"Hey!" Rainbow pointing out. "There's something moving."

"That's him," Deems confirms.

As soon as the soundtrack heard them it quickly hid again.

"Oh my, it seems scared of us," Fluttershy said.

"Like I said before: Very shy and retiring," Deems said. "All right. Come on. It's all right. Don't be timid."

As soon as the soundtrack timidly came in front of them, they could finally see what it looks like: A straight white vertical line.

"Atta soundtrack."

"He's a line?" Rainbow asked, confused.

"He's living sound," Twilight said. "What did you expect?"

"Soundtrack, these are some friends of mine," Deems introduced. "This is Spike, Jiminy Cricket, Rainbow Dash, Applejack, Pinkie Pie, Vinyl Scratch, Fluttershy, Rarity, Octavia Melody and Twilight Sparkle."

"Hello!" Every pony greeted.

Octavia had a feeling the soundtrack was still nervous to see them.

"It's alright," The grey mare assured. "We won't hurt you."

Octavia's soothing voice made the soundtrack more relaxed. She doesn't know yet, but the soundtrack had certain feelings for the cellist pony.

"Very good," Deems nodded. "I can tell he isn't nervous right now, and by watching him, I discovered that every beautiful sound also creates an equally beautiful picture."

"How does that work?" Rainbow asked.

"Take a look," Deems said. "Will the soundtrack kindly produce a sound?"

But the soundtrack did nothing, as everything remained awkwardly silent.

"Is he going to do something or what?" Spike asked, confused.

"Go on, don't be nervous," Deems coursed the soundtrack. "Go ahead. Any sound."

Suddenly, the soundtrack vibrates, creating a pink shape and funny noise. It startles every pony, a little.

"Did he just blow us a raspberry?" Rainbow asked, offended.

"I think so," Pinkie giggled.

Deems couldn't help but chuckle.

"Well, that isn't quite what I had in mind. Suppose we see and hear the harp."

The soundtrack began to vibrate again, creating vertical waves and ripples while playing a glissando of the harp. This was, for the Equestrians, both beautiful to hear and see.

"Beautiful!" Octavia said.

"Simply gorgeous!" Rarity commented.

"Amazing!" Twilight said, wide-eyed.

"Would you all like to try?" Deems asked.

"We'd love to," Fluttershy answered.

"What kind of instruments do you have in mind?"

"Gee I don't know, there are so many to choose," Twilight thought. "I suppose I could try a string instrument, say, oh… The violin?"

The soundtrack played the violin, creating strange green shapes that stretch out on both sides. They ascend up and down and, as a finishing touch, plucked the strings twice.

"Wow, that's very nice!" Twilight complimented.

"I especially love the pizzicato at the end," Octavia added.

"What would you like to hear, Octavia?" Deems asked.

"Well, I play the cello, so I wonder what beautiful picture it could have."

Suddenly, the sound played a lovely melody on the cello, creating a beautiful purple shape.

"It's just how I imagined it would be!" Octavia said, teary-eyed.

"Truly lovely," Rarity nodded. "I believe it's my turn?"

"Go ahead," Deems offered.

"Hmm… I would like to see and hear an instrument of elegance like… The Harpsichord."

The soundtrack vibrates with small ripples colored in indigo, while playing a graceful melody on the harpsichord.

"Aw, that was adorable," Rarity said.

"How about you, Fluttershy?" Deems asked.

"Um, maybe I would like to hear a softer instrument," Fluttershy said. "I was thinking one of the woodwinds, a flute maybe?"

The soundtrack played a jolly tune on the flute, while making dark-green vibrations.

"Very pretty," Fluttershy smiled.

"And brief," Rainbow said, bluntly. "Let's raise the volume. I wanna hear an instrument that's as awesome as, well me. How about some electric guitar?"

Suddenly, the soundtrack began vibrating violently with red waves and shapes, while playing a powerful electric guitar tune. Every pony, except Vinyl and Rainbow, covered their ears from the loud noise. Even Deems had to keep himself from going deaf.

"THAT'S WHAT I'M TALKING ABOUT!" Rainbow shouted, smiling. "WOOHOO!"

After the soundtrack went silent, every pony unplugged their ears.

"Oh honestly, Rainbow Dash," Rarity frowned. "Couldn't you pick a classical instrument? This is a classical orchestra after all."

_Unknown to her friends, Rarity also has a secret taste for rock and heavy music. The only pony who probably knows is Pinkie, but… Shh!_

"What?" Rainbow shrugged. "Just wanted to know what picture it would have."

"Of course, you do," Rarity said, sarcastically.

Rainbow glares hearing that, even stuck her tongue out when she wasn't looking.

"Okay, who wants to go next?" Twilight asked.

"I'd like to try," Vinyl steps up. "Let's try some dubstep instruments like the turntable and everything else that belongs with it."

Without further question, the soundtrack vibrated in yellow while make random technological noises. Vinyl bobs her head to the beat, even Deems surprisingly did the same.

"My, that's quite a unique style of music, Vinyl," Deems replied. "What is it called again?"

"Dubstep, my friend," Vinyl answered. "It's what we DJs play these days. We use special musical instruments to make beats and mix random songs."

"Impressive," Deems nodded.

"Now some DJs, like me, are mostly inspired by other artists. Rock, jazz, soul, hip-hop… Even classical music."

Vinyl winked at Octavia with a smile, while Octavia blushed a bit.

"Very interesting, Vinyl," Deems said.

"Ooh, ooh! Is it my turn now?" Pinkie asked. "Can I choose an instrument? Please, please, please?"

Pinkie plead with her hooves, with adorable eyes. Deems chuckled at this.

"Of course, Pinkie," Deems said. "Go right ahead."

"YIPPEE!" Pinkie cheered, smiling. "I want a brass instrument… Like the trumpet! That's my favorite."

The soundtrack plays the trumpet, vibrating with orange shapes that went up and loud with each note. It made a few quiet notes until it blew a very loud one that made every pony cover their ears again. When the soundtrack stopped, the Equestrians slowly uncover their ears as Deems chuckled.

"All right, that was very nice."

"And loud," Rainbow said, rubbing her ear.

"Really, Rainbow Dash?" Rarity smirked. "Too loud for some pony who likes the electric guitar?"

"Aw, be quiet," Rainbow frowned.

"Ah guess it's mah turn now," Applejack stepped forward. "Let me think. There are a lot of instruments ah like. How about a good old-fashioned string instrument like the acoustic guitar?"

The soundtrack vibrates light blue circles, while playing a peaceful tune on the guitar.

"That was incredible. You know, mah mother used to play the guitar for me, Big Mac and Apple Bloom before she…"

But Applejack didn't finish, suddenly getting teary-eyed thinking of her mom. Deems noticed her tears and knew what she meant.

"I'm sorry to hear that, Applejack."

"It's alright," Applejack assured, wiping her tears away. "Got a little emotional for a moment… Ahem, why don't you try the next sound, Jiminy?"

"Okay," Jiminy said, thinking. "How about a low instrument for a change, like the bassoon?"

"Ooh, I like that one!" Pinkie smiled.

The sound began to play a minor scale on the bassoon, vibrating with pink shapes that almost look like tongues. It then made a very low note and stopped playing.

"That's it?" Jiminy asked, confused.

"Can't you play a little longer?" Rainbow complained.

"Go on, go on," Deems urged, in agreement. "Drop the other shoe, will you?"

And without any delay, the soundtrack played an even deeper note. Obviously the lowest.

"That's better!" Jiminy said, satisfied.

"Alright, Spike," Deems said. "You can choose the last instrument."

"Oh, boy!" Spike smiled. "Okay, I suggest we see some percussion instruments, beginning with the bass drum."

"Great choice, Spike," Deems complimented.

First, the soundtrack plays on the bass drum creating red orbs. Then it shook yellow, symbolizing the crash of the cymbals. Afterwards, it vibrates with orange shapes while playing the snare drum. Then all the shapes and sound blend a mix of the bass drum, snare drum and cymbals. Then it vibrates a powerful drum roll of the snare and finished with a tiny ding of the triangle.

Every pony couldn't help but stare in awe and clapped their hooves, claws and hands at the display. Even Deems couldn't help but laugh.

"Thanks a lot, old man."

"That was amazing!" Twilight said.

"Truly an experience!" Rarity added.

"It was pretty cool," Vinyl nodded.

"_And_ awesome!" Rainbow added.

"And fun!" Pinkie added.

"You make such beautiful sounds and pictures, soundtrack," Octavia smiled. "I really enjoyed it."

When the soundtrack heard that, it couldn't help but feel happy and played a loving tune on the saxophone for Octavia. It vibrates with huge pink hearts. The Equestrians, the cellist especially, were quite surprised.

"I think he likes you," Deems said.

Octavia felt flattered and couldn't help but blush. The Equestrians and Deems chuckle at this.

"You can go now if you want, soundtrack," Deems said.

The soundtrack stops the music and walks away.

"Goodbye!" Every pony waved.

"Goodbye, Mr. Soundtrack!" Pinkie said.

"Goodbye," Octavia said.

"Hoo-wee! That was somethin' alright," Applejack sighed.

"The soundtrack was absolutely lovely," Fluttershy said.

"It really shows how beautiful music can be," Vinyl said, nudging Octavia. "Even when it's in love."

"Oh stop," The grey mare blushed, as Vinyl gave a playful wink.

"I'm glad you all enjoyed it," Deems smiled.

"We really did," Jiminy said.

"So now does this mean we move to the next realm for the next missing sheet music?" Rainbow asked.

"Yes indeed," Deems answered. "Follow me please."

The Equestrians follow the master of ceremonies to the next songbook, where their next mission awaits.


	10. Symphony No 6 Op 68: Feels like Home

**Equestria**  
**Canterlot Theater**  
**Many hours later**

Following the intermission, Twilight looks upon the audience with a smile and announces the next piece.

"The symphony that Beethoven called the _Pastoral_, his sixth, is one of the few pieces of music he ever wrote that tells something like a definite story. He was a great nature lover, and in this symphony, he paints a musical picture of a day in the country. Now, of course, the country that Beethoven described was the countryside with which he was familiar. But his music covers a much wider field than that, and so Walt Disney has given the _Pastoral Symphony_ a mythological setting, and that setting is of Mount Olympus, the abode of the Grecian gods. It is a beautiful landscape that is quite similar to Equestria. It's here, first of all, where we meet a group of fabulous creatures of the field and forest, some that you would recognize and some that are new to you like unicorns, fauns, Pegasus, the flying horse, and his entire family, the centaurs, those strange creatures that are half-man and half-horse. And their girlfriends, the centaurettes. Later on, we meet our old friend, Bacchus, the god of wine, presiding over a bacchanal. The party is interrupted by a storm, and now, we see Vulcan forging thunderbolts and handing them over to the king of all the gods, Zeus, who plays darts with them. As the storm clears, we see Iris, the goddess of the rainbow. And Apollo, driving his sun chariot across the sky. And then Morpheus, the god of sleep, covers everything with his cloak of night, as Diana, using the new moon as a bow, shoots an arrow of fire that spangles the sky with stars."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

After their special meeting with the Soundtrack, our heroes were prepped for the next mission. Deems led them in front of a songbook with a pink glow. Pinkie had a good feeling about this one.

"Ooh, pink! My favorite color!" She said, feeling her back itch. "My back is getting itchy. You know what that means?"

"It's your lucky day?" Jiminy asked, to be sure.

"Correct! You've been paying good attention in Pinkie Pie class. You've earned yourself a gold star."

Pinkie gives Jiminy a gold star. The cricket was surprised, as he faces Pinkie who smiles.

"Uh… Thanks, Pinkie," He said, putting the star in his pocket.

"I have a feeling you might like the next realm," Deems said. "You'll need to search for a sheet music with a symphony written by Ludwig van Beethoven."

When Jiminy hears his name, his eyes widen with wonder.

"Beethoven? We're going to find sheet music with a symphony written by the Beethoven?"

"Uh oh," Rainbow teased. "Jiminy's going in Twilight mode."

"You know who that is?" Twilight asked.

"Do I know him?" Jiminy asked, with a smile. "He's one of the greatest composers and pianists that ever existed!"

"Really?" Octavia asked, intrigued. "What else can you tell us about him?"

"At a very young age," Jiminy began. "Beethoven had a talent for music and became a child prodigy."

"How young exactly?" Twilight asked, curious.

"About five years," Jiminy answered.

"FIVE?!" Twilight said, surprised.

"Yeah, did you know it's possible for a child to have talent for something?"

"Well, of course I do, but _five_? I began to study magic at six!"

"Then you wouldn't be surprised that, before Beethoven became famous, there was another composer who was a child prodigy as well. His name was Wolfgang Amadeus Mozart, who learned music at the age of _three_."

The moment Twilight heard a 3-year-old child learned music perfectly, her eye began to twitch.

"Ah think that became a little too much for her," Applejack said, waving a hoof in front of her.

"Yeah, it's almost like she thinks she's not special anymore," Pinkie said. "Would have been worse if Beethoven was a dog."

Every pony, except Twilight, looked at her in confusion.

"Beethoven must have written some beautiful music," Octavia said.

"He did," Deems confirmed. "But it wasn't easy for a child who was poor and had a drunk father who woke him up early each night to play piano for him."

"That's awful!" Fluttershy said. "Why would he do that?"

"Because he wanted his son to be as talented as Mozart," Deems answered.

"Whoa, whoa, whoa!" Rainbow interrupted. "Let me get this straight: When that Beethoven guy was a kid, his dad wakes him up to play music for him without any sleep? Not even to have fun?"

"Yes, he never had a pleasant childhood," Deems explained further. "To make it worse, by his late 20s, his hearing began to deteriorate and by the last decade of his life he was almost completely deaf."

Everypony gasped at that.

"That's dreadful!" Rarity said.

"That's the saddest story I've heard today," Pinkie said, teary-eyed. "How much bad luck can one person have?"

Octavia and Vinyl couldn't help but feel bad for the composer.

"But…" Deems said, drawing every pony's attention. "Despite all that, he still managed to keep a smile on his face and write beautiful music on his piano."

"How can you play piano if you're deaf?" Applejack asked, confused.

"He wasn't completely deaf when he wrote and composed," Deems answered. "It just became very difficult for him."

"So, how did he do it?" Octavia asked.

"When he plays the piano, he'd lay his head on it or put a pencil in his mouth and touch the other end to the soundboard to feel the notes' vibrations. Sometimes he cut off the legs to feel the vibrations on the floor."

"That's actually pretty clever," Vinyl said, impressed.

"It was still devastating for him," Deems continued. "He could no longer hear voices or the sounds of his beloved country. The cause of his deafness was unknown. He even wrecked a few pianos by banging them so hard to hear the notes."

They grit their teeth in shock hearing that.

"How dreadful," Rarity said. "I wouldn't last a day not hearing a thing, especially the voices of my friends and my own."

"Despite his bad luck and temper, he still had luck that the people loved the symphonies he created," Deems said.

"That's true," Jiminy nodded. "Too bad he couldn't hear them."

"And during the summer of 1812," Deems told further. "He wrote several mysterious love letters for a woman he seems to love very much. They were written with a hopeful, joyful tone, although with some words. It has never been confirmed who the woman was, as he called her his 'Immortal Beloved'."

"That's so romantic," Rarity swooned, a bit. "I wish somepony could write beautiful letters for me."

"He always played his music on the piano before conducting them with a live orchestra," Deems continued, touching the songbook. "Some of his famous works include Moonlight Sonata, Fur Elise, Ode to Joy and his well-known Fifth Symphony. There's one hidden in the next musical realm here, it's called the 'Pastoral Symphony', his sixth, and one of his few pieces of music that tells something like a definite story."

"Like the Sorcerer's Apprentice?" Twilight asked.

"Yes, Twilight," Deems answered. "Beethoven was a great nature lover. In this symphony, he painted a musical picture about a day in the country."

"That sounds lovely," Fluttershy said, appreciating Beethoven as a nature lover.

"And in the country, peasants were celebrating and dancing until it got interrupted by a storm that didn't last very long."

"There's always something to ruin everything, is there?" Octavia said, bluntly.

"Storms can be real party poopers," Pinkie said. "I should know."

"The country that Beethoven described was the countryside which he was familiar, which lies in Vienna, Austria," Leopold said, joining in. "The composer moved there to study composition with Joseph Haydn, another famous composer, and it's also where he gained his reputation as a virtuoso pianist."

"That Beethoven sure must love his country," Applejack said, smiling. "Just like ah love Ponyville."

"It did inspire him," Deems replied. "But Walt Disney saw an even bigger picture for the Pastoral Symphony, so he decided to put it in a mythological setting. Have you ever heard of Mount Olympus?"

The Equestrians looked at each other, silently.

"No?" Twilight spoke.

"Well, that's where you need to find the sheet music," Deems said.

"Mount Olympus?" Jiminy asked, amazed. "The home of the Greek gods?"

"Gods?" Twilight asked, confused.

"Supernatural beings with great power," Jiminy explained. "Some people consider them divine or sacred. They're also immortal."

"Wow!" Spike said, eyes widen.

The Equestrians never heard of gods before, but they were interested to know.

"What do these gods look like?" Twilight asked.

"They're like humans but usually bigger," Jiminy explained. "They can do amazing things like creating storms and raising the sun."

"Just like Princess Celestia and Luna," Rainbow said, with a smile.

"I was just thinking the same thing," Jiminy nodded. "Each of them has a special power that fits him or her just like you ponies and your cutie marks."

The ponies looked upon their cutie marks while Jiminy continues.

"But gods usually exist in myths. You see, long ago, people believed that their existence and many natural phenomena, like storms, are caused by these beings."

"Then it's best to tell you the ones in the Pastoral Symphony are real," Deems said.

"They are?" Jiminy asked, surprised.

"Along with other creatures," Deems told further.

"What kind of creatures?" Fluttershy asked, curious.

"I think there might be creatures you recognize," Deems said. "That's why one of the violinists thought you came from that realm. They're very friendly as long as they're in a good mood."

"Ah suppose we have to travel to this realm to find out?" Applejack asked.

"Precisely," Deems nodded.

"Well then, let's go!" Pinkie said, who couldn't hide her excitement. "I can't wait to see what we're going to deal with this time. Besides those gods, of course."

"Alright, alright," Twilight agreed.

"I wish you good luck once more," Deems said. "Watch yourselves just in case."

"We will, Mister Taylor," Twilight said.

With her friends beside her, Twilight approaches the front of the book with the musical score. Focusing hard, she charges her horn and shoots a beam of magic straight at it. It didn't take long for the book to glow, as a portal to the realm opens. Once again, our heroes are surrounded not only by music notes, but also by pink flower petals before a bright light at the end blinds their sight. While the light fades, the Equestrians rub their eyes.

"Urgh," Rainbow groans. "Do lights always have to be so bright?"

"I hope we don't go blind," Spike said.

"If anypony wants sunglasses," Pinkie offered. "I got a few in my mane."

"And this is why I _always_ wear sunglasses," Vinyl said, pointing out.

As soon as Twilight got a clear view, her eyes went big and mouth hung open. She gasps at what lay before her, as her friends did the same.

"My…" Rarity said, at a loss for words.

"Holy guacamole!" Spike gasped.

"Whoa!" Rainbow said, amazed.

"Incredible!" Applejack said.

"Beautiful!" Octavia added.

"No, magnificent!" Vinyl said.

What lay in front of them is the most beautiful view they've seen so far. A wondrous landscape of fields, open-air temples and colorful forests. The most noticeable is a huge mountain that reached the clouds, maybe higher. To make it better, the sun shined as they walked through the new realm.

"Is this a dream?" Applejack asked.

"No, but it sure feels that way," Jiminy said.

"What a divine landscape," Rarity said, looking around.

"It looks almost like Equestria," Applejack said.

"But without houses," Rainbow added.

Twilight realized they had a point. The realm looked much like their homeworld, except no buildings indeed. No castles stuck on mountain walls, no cities on clouds, not even shimmering empires. Still, it's a beautiful sight to watch. Much quieter and less violent than the last realm they visited.

Yet she couldn't help but think back to the Rite of Spring realm: The dangers they've faced, the near-death experiences, not to mention the many dinosaurs they've befriended and lost. The purple unicorn/alicorn still wished she and her friends could save them from those disastrous events, even though the realm is an endless time loop. Despite all that, they managed to save seven baby dinosaurs from the clutches of death, and they'll get a new home in Equestria after finding all the sheet music. Twilight could only hope something like that won't happen again.

In all this, Fluttershy smiled with joy the moment they entered this new land. As if she felt at peace for the first time all day.

"This must be the most peaceful, beautiful worlds I've ever seen," She said. "The sun shining bright on my face, the soft sounds of nature and no evil beings or life-threatening monsters. I could live here."

"I wouldn't be so sure, Fluttershy," Jiminy warned. "Even the most peaceful places have danger lurking in every corner."

"Oh," Fluttershy sadly frowned.

"Jiminy's right, looks can be deceiving," Twilight said.

"If what Deems said earlier is true and there are real gods in this realm," Jiminy continued. "I'm sure it'll be very difficult to find that sheet music."

"What do you mean?" Rarity asked, slightly frightened.

"I've read about gods and other creatures in books about mythology and folklore, especially the Greek Ones," Jiminy explained. "They're very powerful and most gods I've read about are friendly and gentle, but not all of them. Some can be vengeful, mischievous, even pure evil!"

The Equestrians look at each other, worried. All, except Rainbow Dash.

"Pfft! Is that supposed to scare us?" Rainbow bragged. "Please, we fight evil beings ALL the time. Those evil gods are nothing compared to what we've dealt with."

"Take it easy now, Rainbow," Jiminy said. "It's not smart to jump to conclusions."

"Come on, Jiminy. You saw us beat the Coachman and Monstro."

"You mean the Coachman who grabbed you from the air with his whip?" Rarity remarked, raising an eyebrow. "And the whale that stopped your Sonic Rainboom and slapped you toward the other side of the world?"

"Touché." Rainbow replied.

"Not to mention the Evil Queen who almost fried you with a thunderbolt," Pinkie added, smiling. "Course it fried me instead. Then the T-Rex that almost swallowed you…"

"Alright, alright!" Rainbow said, irritated. "I get it!"

"You really fought a giant whale?" Vinyl asked, raising her sunglasses and turns to Octavia. "We should hang out with them more often, Tavi."

Octavia's eyes widen with worry the moment her best friend said that.

"Trust me, Vinyl," Twilight advised. "Fighting villains is no walk in the park."

"Most fights give you quite a pain in the back," Applejack said, showing her 'literal' scars. "See these? Ah've got the scars to prove it."

Both Octavia and Vinyl were shocked by the proof.

"A villain did that to you?" Octavia asked, staring at Applejack's back in horror.

"Yeah, the Coachman," Applejack answered. "Lashed me multiple times in a row. Sometimes ah still feel them. Like being stung by angry scorpions on a hot summer day in the desert."

"It's always hot in a desert, Applejack," Pinkie points out.

"It's countryism, Pinkie," Applejack clarified.

"Oh, right," Pinkie said, understanding.

"If it weren't for mah baby sister, I wouldn't be here no more."

"He even hit me in the cheek," Twilight added, showing the scar.

Octavia and Vinyl hiss in shock.

"It really hurt," Twilight continued. "Princess Celestia was shocked too."

"Yeah… _Maybe_ I'll give it a little more thought," Vinyl said, cringing.

"No, would you?" Octavia asked, sarcastically.

"You should listen to Jiminy, Rainbow Dash," Twilight said. "He is an official conscience now. He can keep us on the straight and narrow path."

"You got that right," Jiminy said.

"Only foals," Rainbow said.

"Not _only_ foals," Twilight said. "Any one of us can be easily tricked and fall into a trap. Didn't you pay any attention to what Master Yen Sid said?"

"Of course, I did," Rainbow argued. "But we fought a ton of power-crazed maniacs and we won every time!"

"Never underestimate your enemies, Rainbow," Twilight emphasized. "Don't ever forget that lesson! Or have you forgotten the time Chrysalis caught us by surprise and Starlight had to save us? Or the time Tempest caught me unexpectedly?"

"She's got a point," Spike agreed. "I saw the whole thing."

"I get it, Twi," Rainbow said. "But you need to stop freaking out over everything and learn to relax. Maybe think more positively, for once."

"I'm not freaking out about everything," Twilight denied.

"Uh, yes, you are," Rainbow protested.

"No, I'm not," Twilight defended herself.

"Yes, you are."

"No, I'm not."

"Yes, you are!" Everypony, except Jiminy, Vinyl and Octavia said, agreeing with the blue Pegasus.

"She is?" Jiminy asked.

"You have no idea," Spike replied.

"Her freakouts are so epic, she sings whole freakout arias about freaking out," Rainbow added.

"Especially about tests," Spike added.

Twilight folds her arms, giving both Rainbow and Spike a disapproving look. But eventually sighs in defeat.

"Fine, I admit. I act very serious when it comes to things that are important and could threaten our lives. But that doesn't mean you shouldn't be careful and not accept advice from others. Ever since Master Yen Sid warned us about the book and the unknown danger, I'm still thinking about it now. It frightens me!"

The others couldn't help but remember what Master Yen Sid told them, his words making them a little anxious.

"In the short time since we found the book, we've lost many friends in the previous musical realm and almost lost Applejack, Apple Bloom, Snow White and Pinocchio!" Twilight said. "I don't want to lose more friends, especially you! Or else… Or else…"

Thinking about the thought made her quiver with fear, filling her heart with sorrow. A single tear falls from her cheek.

"I won't know what to do," Twilight softly said, crying.

Rainbow understood what Twilight meant, her lips forming a small smile. She walks toward her best friend, placing a hoof along her shoulder.

"Hey, you need to stop looking at the bad side of things, Twi. There's no way we're letting that happen."

"Ah'm with Dash on this one," Applejack agreed. "No bad guy or monster will ever beat us, as long as we're together."

"Yes indeedy!" Pinkie jumped in.

"We can face anything, no matter how hard, scary or hopeless it'll be," Spike assured.

"Oh Spike…" Twilight whispered softly, shaking her head.

Even though Twilight was listening, she didn't believe everything would be fine this time. Seems the extinction of the dinosaurs in the Rite of Spring clouded her mind in doubt. But her friends wouldn't let her give in, they would not allow their greatest friend in the world, the entire universe even, to lose faith in everything that's good.

"Twilight, I know you're trying to keep everyone safe," Jiminy said. "But maybe you should take some advice from your friends time to time. Believe me, if you think more positive, you'll feel much better."

"We'll be with you all the way, darling," Rarity assured.

"Yay," Fluttershy said.

Twilight looked on all her friends surrounding her, giving her smiles of confidence and determination. A small sparkle of hope appears in her eyes, just like during the time she defeated Nightmare Moon. It's one thing to be realistic with everything that's happening, but she had to admit her friends are right. She must learn to look on the bright side of things. As she thought, it didn't take long for her to smile too.

"Thank you, I'm so glad to have you as friends," Twilight said. "I truly don't know what I'd ever do without you."

"Spend your whole life studying?" Spike asked.

This caused every pony to glare at him, as the little dragon smiled sheepishly.

"Heh-heh, just kidding."

"Come on, let's find that sheet music!" Pinkie said, jumping happily.

"We can find it faster if I scan the ground from the air," Rainbow suggests.

"That's an excellent idea," Twilight approved. "Rainbow can easily monitor and memorize things while flying."

"She can?" Jiminy asked.

"I found the dinosaurs in that desert, didn't I?" Rainbow bragged, preparing herself to take off.

"Hold on, I'm coming with you," Jiminy said, hopping on Rainbow's head. "After all, four eyes are better than two."

"First time flying?" Rainbow asked, looking at the tiny cricket.

"You bet," Jiminy answered.

"Stand back, everypony," Rainbow instructs. "I'm going up!"

Everypony stepped back while she flapped her wings a few times.

"I'd hold on tight if I were you," Rainbow informs Jiminy.

The Little Cricket grabs some of her hair and holds on tightly. Suddenly, she takes off into the air at a rapid pace. Jiminy screams while holding on to her mane with one hand and keeping his top hat from flying off his head with the other.

"You still with me, little buddy?" Rainbow asked.

"Yeah!" Jiminy yelled. "But could you go a little slower?! I'm not used to this yet!"

"Okay, but not too slow!" Rainbow shouts back. "I've got a reputation to maintain!"

So Rainbow flew fast, but not too much for Jiminy, high over the vast fields and forest that make up most of the realm. Jiminy took the chance to look down, while trying not to let go of his equine friend. The height made him a little scared, but he couldn't help but admire the beauty of the world from above.

"My, my. We've got quite a view from up here."

"Do you enjoy it?"

"Enjoy it? I love it!"

It was then Jiminy noticed a big mountain looming in front of them.

"That mountain is, without a doubt, Mount Olympus," Jiminy points out. "At the top of those clouds, that's where the gods live."

"They live on clouds, too?" Rainbow asked, while looking at the ground. "Awesome!"

"Twilight said you could monitor anything while flying?"

"Yep! An experienced flier like me knows how to multitask."

"How?"

"In order to stay safe in the sky, I've got to hear and see everything down to the tiniest details. It's how we notice if ponies are in trouble or not."

"That's magnificent!"

"Do you see anything interesting or important?"

"Not yet… Wait!" Jiminy said, spotting something on the ground. "I see something colorful moving."

"Yeah, I see them, too!" Rainbow said. "Ohmigosh! I can't believe what I'm seeing. We gotta tell Twilight and the others posthaste!"

"Wait, not so FAAAAAAAAAAAAASSSST!" Jiminy screamed.

Rainbow flew so fast toward her friends, Jiminy had to squeeze her mane tighter so as not to fall. It didn't take long to reach the group, about ten seconds flat. The blue Pegasus landed softly on two hooves before walking on all fours. Jiminy had to catch his breath after the trip.

"Did you find anything?" Twilight asked.

"We haven't found the sheet music," Jiminy said. "But we found something you definitely need to see."

"What is it?" Fluttershy asked.

"Follow me," Rainbow ushered. "I'll show ya."

Rainbow lead her friends as they ran through the flower fields and past a few trees. Suddenly, Rainbow stops upon a small hill and points with her hoof.

"Over there!"

As the other Equestrians stopped and faced Rainbow's direction, they were totally surprised by what they saw. A herd of colorful unicorns running and prancing across the fields. They had the classic look: Hairy fetlocks, spiraled horn, a lion tail and cloven hooves. Another different thing, compared to Equestria's ponies, is that their coats and manes don't have a variety in color. They're either white with pink manes or blue, sometimes pink with white manes, but they all have golden horns. Despite the color difference, they all looked the same, making it a bit difficult to determine their gender. They even had a few foals with them.

Twilight and her friends could hardly believe their eyes. They've travelled to other worlds through the book but haven't seen or met other equines besides the big horses.

"Are those what I think they are?" Jiminy asked.

"Unicorns!" Twilight said, with a smile.

"Well, ah'll be!" Applejack chuckled.

"How lovely," Rarity said.

"To think Equestria is the only place with unicorns," Vinyl said.

"I wonder if they use magic too," Spike thought.

"They probably do," Jiminy said. "Unicorns are known to have magical powers."

"Can we say 'hello' to them?" Fluttershy asked.

"I guess so," Twilight said. "They do look friendly."

"Then let's do it!" Pinkie said.

The party pony skipped merrily toward the unicorn herd; it didn't take long for the others to follow her. As the unicorns frolic in the fields, one of them saw the new visitors approach. The unicorn whinnied to the rest of the herd, drawing their attention. Both the herd and visited stood face-to-face.

"Hello," Twilight greeted.

"Oh, hello," A male unicorn aid. "I don't remember seeing any of you here, before."

"That's because we're not from here," Applejack explained. "Allow us to introduce ourselves. Ah'm Applejack, and these are Fluttershy, Octavia Melody, Vinyl Scratch, Rainbow Dash, Rarity, Pinkie Pie, Spike, Jiminy Cricket and Twilight Sparkle. We're visitors from Equestria."

"Equestria?" A female unicorn asked.

"It's a land far away from here," Pinkie answered. "I mean _really_ far away."

The unicorns examine the alien equines curiously, one of the males regarded Twilight's horn and wings while she ruffles with them a bit.

"Wow, a horn _and_ wings!" The male said, impressed. "Are you a goddess?"

"Huh?" Twilight said. "Oh no, I'm an alicorn."

"Technically, alicorns have much in common with gods from what I've heard," Jiminy said.

"She's actually a princess," Rarity said.

The unicorns gasp in amazement hearing that.

"A princess?" One asked, as they all bowed.

Twilight was surprised, though she was expecting this.

"Please, no need to be formal," Twilight smiled. "Just call me Twilight."

One unicorn raised his head and stood up.

"It's a pleasure to meet a princess," The male unicorn said. "My name is Paris, and this is my herd. To what do we owe you this visit, Your Ma… I mean, Twilight?"

"We're looking for missing sheet music," Twilight explained. "Some friends of ours lost them and says one is in this realm. It's very important we find it. I don't suppose you've seen one, have you?"

"Hmm…" Paris taped his chin. "Sheet music? Sheet music… No, I don't think so."

Then Paris turns to his fellow unicorns.

"Have you guys seen any?"

Most of the herd either said 'no' or shook their heads.

"Sorry Twilight, looks like none of us have," Paris shrugged.

The Equestrians sighed in defeat but appreciated their help.

"But…" Paris spoke up. "Maybe we can help you find it."

"Yeah, we were just going to meet with some of our friends across the fields," A female unicorn explains. "Wanna come along?"

"Ah think that's a good idea," Applejack said. "We could use all the help we can get if we wanna find that sheet music."

"You're right, Applejack," Twilight agreed. "If the unicorns help us, we may find the sheet music faster than in the previous realms."

"Yeah, maybe faster than Rainbow Dash," Pinkie added.

"Yea… Hey!" Rainbow said, offended.

"And… There's no harm having a bit of fun while we search," Twilight added.

"Now there's the Twilight we know!" Rainbow said.

"So, what do you think?" Another male unicorn asked. "Want to join?"

"We'd love to," Fluttershy smiled, cutely.

"Great!" Paris said. "Allow us to show you our beautiful land."

Paris pranced adorably down the fields, leading the herd and the Equestrians passed the open-air temples.

"Come on, everypony!" Twilight said.

Twilight and her friends ran after the unicorns for a few minutes, until they stopped at the top of a hill. The reason being was something that caught their eye. While it wasn't the sheet music, it was something that made our heroes stare with surprise. A group of little boys, only with tiny horns on their heads and hind legs resembling a goat's. They even had pointy ears and a little goat's tail. They all danced happily while playing the pan flute.

"Wow, what are those?" Rainbow asked.

"Don't you know?" Jiminy asked. "They're satyrs. Male nature spirits that love to have fun. They're known for their goat horns and legs."

"We usually refer to them as fauns," Paris said.

"Isn't there a difference between fauns and satyrs?" Jiminy asked.

"Kind of, yes," One of the unicorns said.

"They sure look fun!" Pinkie said.

"I know, right?" Paris asked. "They're good friends of ours. Come, I'll introduce you to them."

The Equestrians ran alongside Paris and the other fauns. It didn't take long for the fauns to notice the herd. They smile and ran towards them too. Paris hugged one particular faun.

"Paris, my friend!" The faun spoke, with a child-like voice. "How are you?"

"Fine as usual, Tim," Paris smiled.

The Equestrians watch how the unicorns and the fauns greet each other and couldn't help but smile.

"They sure get along with each other quite well," Applejack said.

"It's fascinating to see two creatures so different getting along," Jiminy said, standing on Twilight's head.

"I know," Twilight nodded. "Back in Equestria, we're trying the same thing with other creatures. It's not been easy, but it works."

"I'd like to introduce you to some new friends of mine," Paris introduced the newcomers. "These are Applejack, Rainbow Dash, Rarity, Spike, Fluttershy, Jiminy Cricket, Octavia Melody, Pinkie Pie, Vinyl Scratch and Princess Twilight Sparkle."

The faun faced the dragon, the cricket and the pony group with interest while Pinkie waved at him.

"A princess?" Tim asked. "Here?"

"I know, isn't that great?" Paris asked, as they approached the small band of heroes. "Guys, meet my best friend, Tim."

Tim looked at the Equestrians before turning his attention to Twilight.

"Are you sure she's not a goddess?" He asked Paris. "She has the look for one despite being a pony."

"Oh no, no, no," Twilight chuckled, blushing a bit. "As much as I'm flattered, I'm no goddess. Just call me Twilight."

"What have you come here to do?" Tim asked.

"We're looking for missing sheet music somewhere in this realm," Octavia answered.

"We're helping them find it," Paris explains. "Have you seen one?"

"Nope," Tim answered. "I'd tell you if I did. But I would like to help with your search though."

"Thank you, Tim," Twilight said. "We appreciate it!"

"And I'm sure the other inhabitants would love to help too," Paris added.

"There are other creatures?" Twilight asked.

"You bet," Tim replied. "You really shout meet them while searching for this sheet music."

"Speaking of which, we're organizing a festival to honor Bacchus," Paris informs. "Everyone will be there."

"Bacchus?" Twilight asked, raising an eyebrow.

"The god of wine and parties," Jiminy explained. "He's named 'Dionysus' in Greek."

Pinkie couldn't help but smile hearing that.

"Sounds like my kind of god."

"We'd be honored to have new friends join the celebration," Tim offered. "Would you like to come?"

The Equestrians look at each other, each smiling and nodding.

"We'd be glad to," Twilight said.

With that said, Paris and Tim smiled.

"That's great!" Tim said. "I can't wait to see everyone's reaction when a princess attends our festival."

"Me too!" Paris said.

"Come along, I'll introduce you to the rest," Tim said.

Tim walks along with the Equestrians, as his fellow fauns play with the unicorns. They see one faun and a blue unicorn playing tag. The unicorn was chasing the faun hiding behind a tree. Then the unicorn chased him with his horn pointed at him. The faun covered his behind while running and quickly hid behind a small column. The unicorn searched for him but couldn't find him. Unknown to the unicorn, his faun friend was atop the column smiling. He blew a few notes on his instrument and quickly posed on one leg like a statue. The unicorn heard the note and looked on top of the column. But he mistook the faun for a statue, so he sniffed the flowers to track his scent. The faun blew a few notes again, causing the unicorn to tuck his tail underneath him. He began to realize his friend was right behind him, posing like a statue. He quickly turns just as the faun blew a few more notes and they both met eye-to-eye. The unicorn gave his pal a lick on the face, causing the Equestrians to smile.

"Ah bet the CMC would love it here," Applejack said.

Tim walked toward a few fauns playing a different game with some of the unicorns.

"Hey, guys!" Tim called out. "Paris brought some new friends and one of them is a princess!"

"A princess?!" One faun said.

That drew all the fauns' attention as they came close and encircled our heroes.

"My, this is quite a welcome!" Jiminy said.

"I haven't had this much attention since my last visit to Mount Aris," Twilight said.

The fauns stare in amazement, but mostly toward Twilight.

"Wow, a real princess," One faun said.

"She's so pretty!" Another faun replied.

Hearing all these compliments and praise made Twilight blush.

"I guess they've never met a princess before," Fluttershy replied.

"What about the rest of us?" Rainbow asked, feeling left out.

"Are you two Pegasi?" One faun asked, walking towards Rainbow and Fluttershy.

"Yes, we are," Fluttershy said, kindly.

"I never expected you to be…" The faun began.

"Great? Good-looking? Totally and amazingly awesome?" Rainbow bragged, eager for the answer while posing.

"Small," The faun finally said.

The blue Pegasus' eyes turned small as pinpricks.

"Huh?"

"What do you mean?" Fluttershy asked, confused. "This is our normal size."

"You're not from here?" The faun asked.

"Nope, we're from Equestria," Rainbow answered. "It's a place that's kind of far away from here."

"I see," The faun said, intrigued.

"Are there Pegasi here?" Fluttershy asked, smiling.

"Yes, but they're different," The faun replied.

"How different?" Rainbow asked, raising an eyebrow.

"Like…"

But before the faun could answer, a shadow flew over their heads. They look up and see a black horse with red eyes and wings. It was, without a doubt, a Pegasus stallion, roughly the same size as Princess Celestia herself.

"…That!" The faun pointed.

"Whoa, that's a big Pegasus!" Rainbow said, slightly intimidated.

"Oh my!" Fluttershy said, surprised.

But there wasn't just _one_ Pegasus in the sky, for a few colorful foals flew beside the black stallion in different directions. The other Equestrians saw them too, staring in awe. They've never seen a Pegasus that big before.

"Wow, other Pegasi!" Vinyl gasped.

"Now it truly feels like home," Twilight smiled.

The winged equines flew toward a tree, when Rainbow noticed something strange.

"There's another Pegasus," Rainbow said. "In a nest."

"A nest?" Twilight asked, raising an eyebrow.

"Up in that tree," Rainbow pointed.

Twilight looks up and sees there was indeed a snow-white Pegasus lying in a nest.

"That's peculiar," Twilight replied.

"I know," Rainbow said. "These Pegasi live like birds."

"I don't think it's very strange," Jiminy disagreed. "Don't Equestrian Pegasi live on clouds like Spike showed me before coming here?"

"We live in houses _on clouds_," Rainbow answered. "That's completely different."

"I live in a cottage," Fluttershy said, shyly.

"Well, everyone has a different living space," Jiminy remarked.

"They look absolutely stunning," Rarity replied, giggling. "Hmm… Especially the stallion with the nice flank."

"What?" Spike asked.

"Oh nothing, Spikey darling," Rarity reassured, acting fast.

"They must be a family," Fluttershy said. "I'd like to meet them."

"You can go ahead if you want," Tim offered. "The parents are protective, but they're very friendly."

"Say, do you guys want to play a game with us?" One faun asked.

"Ooh, I love games!" Pinkie said, nudging Twilight's chest with her hooves. "Can we play with them, Twilight? Can we, can we, can we, can we?"

"Okay, okay," Twilight laughed. "I suppose we can play one game before we keep looking."

"Yippee!" Pinkie cried, enthusiastically. "Let's play 'tag'!"

"That's my favorite!" One faun said.

"I'll play along," Applejack offered.

"Me too!" Spike said. "Rarity?"

"Hmm…" Rarity thought. "Well, if you insist."

"Tag, you're it!" Pinkie tagged Rarity, running as fast as she could. "Try to catch me!"

"It is so on!" Rarity laughed and pranced.

As Rarity began chasing Pinkie Pie around, it didn't take long for the unicorns, the fauns and rest of the group, except Twilight, Rainbow and Fluttershy to join the fun.

"Aren't you gonna play with us?" A unicorn foal asked.

"I would love to," Fluttershy said. "But I'd like to meet those Pegasi first."

"I better go with you to make sure your safe," Rainbow offered. "Plus, I'd like to meet those big Pegasi too."

"Thank you, Rainbow," Fluttershy said.

"The rest of us will spend some time with the unicorns and fauns," Twilight informs. "We'll catch up with you later.:

"See ya later, Twi," Rainbow said.

Twilight watched Rainbow and Fluttershy take off into the air toward the tree, when the voices of her other friends drew her attention.

"Come on, Twilight!" Pinkie yelled. "Applejack's it!"

Twilight ran towards her friends, while she laughed. It's been quite a while since she had fun.

Up in the tree, the white Pegasus, a gorgeous mare with blue eyes, nestled peacefully while enjoying the day. Suddenly, four colorful foals, a blue one, a pink one, a yellow one and an orange one flew towards her. The blue perched along a branch while the others flew.

"Did you see me, mama?" The yellow one asked. "Did you see how good I flew?"

"You did amazing," The mother replied, with a silky voice. "All of you did."

"Will Peter fly too?" The pink one asked.

"He'll need some practice," The mother said, confident in her son. "I'm very sure he's going to touch the sky."

It didn't take long for her to notice two Pegasi, a yellow and blue one, each one who's mane was in a different style and color, flying toward her. She had never seen Pegasi like them before, nor did she see them as a threat. The foals noticed them too.

"Mama, what are those?" The orange one asked.

"I think they're visitors, dear," The mother replied.

Rainbow and Fluttershy hovered before the family until Fluttershy stopped.

"Oh, are we bothering you? I'm sorry."

"Oh no, not at all," The white mare smiled. "You're not from around here, are you?"

"Nope," Rainbow shook her head. "We just came from another world. Name's Rainbow Dash, by the way. Fastest flier that ever existed."

"And I'm Fluttershy," The shy Pegasus greeted. "Lovely to meet you."

"Oh, how sweet," The white Pegasus smiled. "I'm Helen. These are my children Dennis, Anjelica, Lindy, Eugene…"

Before she could finish her sentence, she lifts her right wing which draped over something revealing a black Pegasus with a white mane and tail. His bottom was up in the air while he wagged his tail. Fluttershy couldn't help but giggle.

"… And my youngest son, Peter," Helen said, giving her son a gentle nudge. "Peter, we have visitors."

The little black Pegasus' head appeared, as he began to yawn.

"Aww, he's so cute," Fluttershy cooed.

Even Rainbow Dash couldn't help but smile too. When the colt sees the two newcomers, he got scared and quickly backed off.

"Hey, it's okay," Rainbow Dash assured. "We won't hurt you."

Suddenly, something big landed on the tree branch next to the blue one, Eugene. It was the black stallion they saw earlier, he looked very intimidating given his size and red eyes.

"Uh, hello?" Rainbow said, trying to muster her courage.

"Don't worry, this is my husband, Hector," Helen said, seeing the two ponies intimidated. "My husband doesn't bite. We both keep our family safe, but he's a real sweetheart despite his rough appearance. Sweetie, these are Rainbow Dash and Fluttershy. They're from another world."

The stallion took a good look at the winged ponies until he felt they could be trusted.

"Pleased to meet you," He spoke, gently.

"Likewise," Fluttershy bowed.

"To what do we owe you this visit?" Helen asked.

"We were just wondering if you or your husband seen any sheet music around here," Fluttershy explained, kindly. "Some friends of ours lost it and we want to bring it back."

Helen and Hector looked at each other, wondering if either of them seen it.

"Sorry dearies," Helen said. "We haven't seen anything like that. At least, not since this morning."

Rainbow groaned in annoyance.

"Well, at least we asked," Fluttershy said.

Meanwhile, Hector was in deep thought, pondering until he perks his head up.

"Actually, now that I think of it, a few of our brethren mentioned seeing something like that on his morning flight."

"Really?!" Rainbow asked, eagerly. "Where?"

"Just at a lake nearby," Hector answered. "It's where all the Pegasi go to meet up. It's not too far, in fact, we were just planning to go there today."

"Why don't you join us?" Helen offered. "Maybe we can help you find this sheet of music you're looking for."

Rainbow immediately spread her wings eagerly, excited to go.

"What've we got to lose?" She asked, rhetorically. "Let's fly!"

"But mama," The yellow one, Dennis, spoke up. "Peter doesn't know how to fly yet."

The little black Pegasus, Peter, felt shy and small when his brother mentioned that. While the mother had faith in her son, she couldn't help but feel worried too.

"He wants to be a great flier like his dad," Helen explained. "But he feels very insecure."

Rainbow's eyes went wide hearing that. Peter reminded her of a certain filly who idolizes her. A filly who may possibly never fly, but that doesn't mean Dash will never care about her anymore. This little Pegasus needed help as much as Scootaloo and Rainbow could be the answer.

"I can help," Rainbow offered, smiling.

"What?" Helen asked.

"I can help Peter with his problem," Rainbow clarified, flying close to the black colt. "You wanna fly, little buddy?"

Peter was still taken aback by the ponies, but it began to fade. He slowly nods 'yes' to her question.

"All you have to do is listen and do exactly as I say," Rainbow instructs.

"Are you sure, Rainbow?" Fluttershy asked.

"If this goes well, he'll be flying in ten seconds flat," Rainbow said, confidently. "Besides, I taught Twilight how to fly, didn't I? Even though she can't fly as good as me or… Any Pegasus."

Rainbow turns left then right and leans toward Fluttershy.

"Good thing she didn't hear that, or she'll give me the stink-eye again," Rainbow whispered.

"Thank you, Miss Rainbow Dash," Hector said.

"It's no biggie," Rainbow shrugged, turning to Peter. "You know, you remind me of this little squirt back home who wants to be a flier too. I mean, she may never be able to fly, but that doesn't mean I won't love her anymore. She… Well, she's like the little sister I never had, and I can't imagine a life without her."

Peter had listened intently as Rainbow spoke, every word coming from her heart. Suddenly, rumbling and growling made the others turn to the four other foals. Their stomachs growling very loud.

"Mama, I'm hungry," The pink one, Anjelica, said.

"There are flowers and berries in the trees," Helen points out.

"You can have one of my apples if you want," Fluttershy said, offering a few from her bag.

"Yummy!" The foals said, each taking an apple.

They ate the apples, enjoying the juicy, crisp taste. Fluttershy even gave one to Peter, who smiles gratefully.

"Now what do you say, children?" Helen asked.

"Thank you, Miss Fluttershy," The foals said, in unison.

"You're welcome, little ones," Fluttershy said, blushing.

Even after finishing their apples, the foals were still hungry. They flew toward the branches to eat the flowers and berries. Hector takes to the air to watch over the rest of his children.

"Now, let's begin," Rainbow said to Peter. "The first thing to know about flying is that it's not just staying in the air and flapping your wings. It's freedom, it's art, and it's part of your life."

"Wow, Rainbow Dash," Fluttershy said, in awe. "I've never heard you say words like that before. That's so unlike you."

"Hey, if I wanna teach the kid to fly, I have to do it right."

"I'm not sure I can, Miss Dash," Peter said, nervously.

"First, call me Rainbow Dash," Rainbow Dash said. "Secondly, of course you can. You just have to believe in yourself. Look, I know it's not always easy in the beginning, kid. I was a bit nervous when I was your age. But now you have to put that fear aside if you want to make your parents proud, right?"

"Um… Right?" Peter said, uncertain.

"Exactly! Now come on, I know you can do it. Your family supports you, just like how my friends supported me. And right now, 'I' believe in you."

With every word, Peter slowly gets a boost of confidence. He faces his mother, who nods with a smile, as he leant upon the edge of the nest watching his brothers and sisters fly while eating flowers and berries.

"What do you say, kid?" Rainbow asked. "Wanna give it a shot?"

Peter nodded, confidently.

"Great! Now, take a deep breath, think positive and just take a leap of faith."

The foal did exactly as she said. Shaking his bottom to prepare himself, Peter galloped bravely into the air. But he forgot something, something Rainbow and Fluttershy noticed.

"Hey, you still gotta flap your wings!" Rainbow yelled.

The black colt realized it immediately and flailed his legs. But he fell onto another tree branch; fortunately, it was a short fall and he didn't get a scratch or a bump. Rainbow and Fluttershy, with Helen close behind, flew down as the mother looked at the colt in concern.

"Oh!" Helen gasped. "Are you okay, sweetie?"

The colt gave a determined snort.

"Not a bad move," Rainbow said. "But you forgot to flap your wings."

"Rainbow's right," Fluttershy agreed. "You need to use them, or you won't stay in the air."

"Try again," Rainbow said.

The little colt quickly got back on his hooves and kicks his legs into gear trotting off the root. He leaps into the air, spreading his wings.

"You got it!" Rainbow cheered, encouragingly. "You got it! You got it! There you go!"

But like before, the little colt came to an abrupt stop in mid-air, losing altitude. The little colt desperately flaps his wings, scrambling his legs together as he struggles to climb back into the air.

"Whoa! I got you kid!" Rainbow yelled.

Rainbow reached her hoofs to catch Peter. But the little colt slips right through her hooves and lands in a bed of flowers. The ponies gasp in shock.

"Oh goodness!" Fluttershy whimpered.

The yellow Pegasus and Helen flew out of the nest, gliding with gentle grace toward the colt.

"Are you okay?" Fluttershy asked.

With a whinny, the little colt pokes his head up from the flowerbed and greets his mother with an affectionate nose rub.

"You need to be more careful, sweetie," Helen said.

Helen dips her head into the flowers and pulls her son out, by the tail. With a gentle shake, all the petals were shaken off of the colt.

"You're lucky those flowers softened the landing," Fluttershy said. "Can't have you break your wing."

"Yeah, or you'll spend the next few days in a hospital," Rainbow added, then whispers. "Unless you have a Daring Do book, which I totally recommend reading."

Peter and Helen face Rainbow, both very confused.

"Hospital?" Helen asked.

"Daring… Do?" Peter asked.

"Um, Rainbow?" Fluttershy whispered. "They don't know what those are."

"Oh… Never mind," Rainbow said. "Okay, let's do this one more time."

"Guess I have to go back in the tree to do that," Peter said.

"Nah, just flap those wings little buddy," Rainbow encouraged.

Peter flailed with his legs, flapping his wings heavily.

"You can do it, little guy," Rainbow Dash encouraged further.

Rainbow and Fluttershy flapped their wings together, ascending beside Helen and her son, watching the little colt gain altitude as his mother holds onto his tail to keep him airborne. With the three Pegasus mares' encouragement, the colt flaps higher and higher, until at last, his mother releases his tail and watches him fly on his own.

"Yeah, little buddy!" Rainbow Dash whooped, doing a loop mid-cheer. "That's the way to do it!"

"You rock!" Flutttershy cheered, softly. "Whoo-hoo!"

"I did it?" Peter asked, smiling hopefully. "I can fly?"

"You can fly!" Rainbow and Fluttershy yelled, joyfully.

The other foals finished eating and watched in amazement as their little brother flew on his own.

"Hey, look!" Dennis points out. "Peter's flying!"

They flew toward their brother, cheering while flying circles around him. Helen smiles proudly toward her son, before turning her attention to the two ponies.

"My son can fly on his own, all thanks to you," Helen said. "How can we ever repay you?"

"It was nothing," Rainbow said. "Helping others is what we do."

"By Zeus' lightning bolt!" Hector said, noticing the scene. "That's my boy!"

Hector smiles proudly, nuzzling the foal's head. He too soon took notice of the ponies.

"Thank you, Rainbow Dash, and to you as well, Fluttershy. To show our appreciation, we will help you find the sheet music. We'll scan the ground from the air on our way to the lake."

"That's very kind of you, Mr. Hector," Fluttershy said.

"Just call me Hector," Hector suggests.

"Oh, of course," Fluttershy replied.

"Then let's go!" Rainbow said, excited.

"Come along, children," Helen called out. "You too, Peter."

Helen gave Peter a nudge on the bottom to fly along, the little colt smiles proudly as he flies on. His rear end starts to droop down, prompting him to pull his own tail to get his lower half on the same level as the upper in the air.

"Follow us," Helen tells the ponies.

Helen and her husband fly in front, followed by the ponies and the foals, soaring over a cliff.

In the meantime, the other Equestrians play a game of hide-and-seek with the unicorns and fauns. One pony in particular was very good at the game and it was her turn to search.

"3… 2… 1! Come out, wherever you are!" Pinkie yelled, beginning her search.

Surprisingly, she found each one of them with frightening success.

"Found you! Found ya! I see you behind the tree, Applejack! Found ya! You're in the bushes, Spike and Paris! Found ya! Found ya! Aaaaaaaaaaaaand found ya."

Everyone found emerged from their hiding spots.

"Wow, you found all of us in less than ten seconds!" Jiminy said. "You're scary good at this, Pinkie Pie."

"How do you do that?" Tim asked.

"Back when I lived on the Rock Farm, me, my sister Maud and Boulder played tons of hide-and-seek!" Pinkie explained. "I won a few times, but Maud won a lot. I asked her how she did it and she said she uses her Maud sense to find me, sometimes she'd find me out of luck. So, I thought 'Hmm… Maybe I could use my Pinkie Sense during this game' and the rest is history!"

"Isn't that cheating?" Applejack asked.

"Hmm…?" Pinkie thought. "I don't know; I'll have to ask."

"Who's Boulder?" Jiminy asked.

"It's Maud's pet," Twilight explained. "Who looks a little bit like…"

"It's a rock," Applejack finishes, bluntly.

Jiminy and Octavia had a weird expression on their face. Suddenly, Vinyl looks up in the air and noticed something.

"Hey, isn't that Rainbow Dash and Fluttershy up there?" Vinyl points out.

They turn to the sky and saw their two friends flying with the Pegasus family.

"Where are they going?" Applejack asked.

"Maybe they found something," Spike suggests.

"Let's go after them," Jiminy said, atop Twilight's head.

"Alright," Twilight said, facing Paris and Tim. "We'd like to play some more, but we need to follow our other friends first."

"It be easier if Tim and I go along," Paris offered. "Don't want you getting lost."

"That's very kind of you," Twilight said, politely. "We really appreciate it."

"Anything to help you and your friends, Prince… I mean, Twilight," Tim bowed.

The ponies watch the Pegasi fly further away.

"We better move along," Octavia suggests. "We're losing them."

"They must be going to the lake," Paris said. "All the Pegasi go there."

"Maybe the sheet music is there too," Rarity suggests.

"Follow us," Tim said. "It's not that far."

They all trotted toward the lake, while the other unicorns and fauns wave to them.

"Hope we see you at the festival!" One faun called out.

"Don't worry, we'll be there!" Pinkie shouts back. "Pinkie Promise!"

Meanwhile, up in the air, Rainbow, Fluttershy, and the Pegasus family were on their way to the lake. Helen and her husband Hector flew in a graceful way, while the rest flew normally. Fluttershy had to keep up for a certain reason, but Rainbow took care of that by keeping close to her and often giving her a small push.

"Just keep moving forward, Flutters," Rainbow said. "Don't look down."

"Please don't say 'don't look down'," Fluttershy whimpered. "It makes me wanna look down for sure."

Helen turns back, seeing what was going with the two ponies as they came closer.

"Everything alright?" Helen asked.

"Fluttershy's just having some trouble with heights," Rainbow said. "I'll make sure she doesn't freak out."

"That's unusual," Helen replied, confused. "How can a Pegasus be afraid of heights?"

It's kind of a long story," Fluttershy answered.

Helen came closer to the shy Pegasus and gave her a smile, letting her know she's all ears. Fluttershy sighs and decides to tell her.

"When I was a filly, I went to summer flight camp," Fluttershy explained. "I was very shy and a very weak flier."

"You're _still_ very shy," Rainbow calls out.

Fluttershy quietly glares at her friend before she continues.

"I tried to fly through a cloud hoop, but I lost my balance and fell down. Because I couldn't fly well, other ponies would bully and humiliate me every day. Even my teachers laugh at me."

"That's awful," Helen said, feeling sympathy.

"But then Rainbow Dash stood up for me one day and challenged those bullies to a race. But when I started, I was knocked off the clouds by accident and fell toward the ground. I wouldn't be here anymore if those butterflies didn't catch me. It was the first time I saw many different creatures and stayed mostly on the ground ever since. True, I fly more than before, but my acrophobia has always been a burden."

"What happened to Miss Rainbow Dash?" Anjelica asked, listening.

"Rainbow won the race by using her Sonic Rainboom for the very first time," Fluttershy explained. "It also caused me and my other friends to have our cutie marks at the same time."

"Whooooaaaaa!" All the foals exclaim.

"Cutie marks?" Hector asked. "You mean the symbol on your flank?"

"Yes, mine represents my ability to communicate with animals on a different level," Fluttershy said. "Rainbow's symbolizes her love for flying and speed."

"What is the Sonic Rainboom you spoke about earlier?" Hector asked.

"Thought you'd never ask," Rainbow said, preparing herself. "Let me show ya!"

"Wait, Rainbow!" Fluttershy said. "Wouldn't it be better to look around and show your Rainboom later?"

"Fine," Rainbow frowned, then whispers to the foals. "But I promise I'll show you later today."

The foals smile in excitement.

"In case you feel uncomfortable again," Helen reassured. "I'll be with you."

"Thanks, Helen," Fluttershy smiled. "I feel lucky to have friends who want me to be the best I can be."

"Just keep your eyes on us," Helen advised. "It's not far."

They all begin to fly over clouds, Hector and Helen gracefully flew down and up over another while the rest did the same. Peter, however, hit a bit of the cloud with his hind leg, dragging it along. They all flew down again and emerged through a big cloud. The parents strut, while the ponies and some of the foals just flew through it. Peter strutted in a cute but funny way, trying to imitate his parents. It wasn't long before they reached their destination.

"We have arrived," Hector said.

They all began to descent toward the lake, which was quite a sight to behold. It was huge and small islands with open-air temples and trees were everywhere. Rainbow and Fluttershy couldn't believe their eyes.

"Oh my," Fluttershy gasped. "It's so lovely."

"This is the perfect place to 'chillax'," Rainbow replied.

Hector, Helen and all the foals, except Peter who dove, land on the water and float along like swans. Their wings even turn backwards like swans do. Peter emerged from the water and shook his head dry. The ponies paused in mid-air for a moment.

"How did you do that?" Rainbow asked.

"What? Floating on the water?" Helen asked. "All Pegasi can do that. Can't you?"

"We know how to swim," Fluttershy answered. "But we've never floated on the water before."

"It's not so hard," Helen said. "Try it."

The ponies approached the water, hesitating a little. They both landed softly along the water, trying to use their legs to keep most of their bodies afloat.

"Just take it easy," Helen advised.

In an unexplainable way, the ponies are able to float on the water, much to the ponies questions running through their minds.

"See? You did it," Helen said.

"How is this possible?" Rainbow said. "We've never even tried floating on water back in Equestria."

"Maybe in this world we can," Fluttershy thought.

"Well, are you coming?" Helen asked, keeping an eye out. "We're almost there."

"Yeah, hold on," Rainbow said.

The blue Pegasus used her legs to swim forward, while Fluttershy followed close behind. It was an experience they had to get used to, but otherwise it went well.

"This is the weirdest thing I've ever done," Rainbow observed. "But I kinda like it!"

"Me too," Fluttershy smiled.

They swam close to the Pegasus parents, following them through stone pillars that reached from the water and a beautiful flower tree.

"Stay close, children," Helen said, keeping watch.

The foals stayed as close as possible with their parents, while the ponies did the same. Eugene swims between his mother and father, while the other foals check to ensure neither one are left behind. It didn't take long for all to reach the spot the parents searched for.

"It's so nice and peaceful here," Fluttershy observed.

"It is something," Rainbow nodded. "The others will probably like it too."

Suddenly, the foals saw something in the sky and quickly hid under their mother's wing. Rainbow and Fluttershy noticed and looked up. A big herd of Pegasi consisting of black stallions like Hector and white mares like Helen approached. All of them came to the lake to be together and spend time with others. Each one lands softly or slid along the water before floating.

"I've never seen so many before," Rainbow said.

"Me neither," Fluttershy said.

As all the Pegasi land, Helen turns her attention to her foals.

"Dennis, why don't you take your brothers and sisters to play? Mommy and daddy need to talk with the grown-ups."

"Okay, mama," Dennis said, turning to the foals. "Come on, guys. Let's play over there!"

The foals float toward a roofless temple with stone columns, big flowerpots and a small staircase leading toward the water.

"Be safe!" Hector said, before turning his attention to the two ponies. "Would you like to meet some of our friends? I bet they would like to meet you."

"Oh, I would love to," Fluttershy said.

"Sounds fine to me," Rainbow said.

Both ponies follow the parents toward the other Pegasi. One mare noticed the couple and swam toward them.

"Helen, dear," The mare greeted. "It's so nice to see you. How are you and the family?"

"We're doing great," Helen said, proudly. "Amazing news has happened: My son Peter can fly!"

"He can?" Another mare asked. "How did he overcome his insecurity?"

"With a little help from our new friends," Helen said, showing the two ponies. "Everyone, this is Rainbow Dash and Fluttershy. They're from somewhere far away."

Many of the Pegasi, stallion and mare, came close to the tiny equines with interest. While Fluttershy is still sometimes nervous in crowds, she has both Rainbow and Helen to calm her.

In the meantime, Twilight and the others, along with Tim and Paris, arrive at the lake and the group couldn't help but take in the wondrous sight. Rarity's eyes went even wider.

"My stars, this place is full of inspiration and beauty," She said.

"It sure is," Applejack agreed.

"But where are…?" Twilight began, looking around.

"Found them!" Pinkie finished, pointing.

"Do I ever get to finish my sentences today?" Twilight sighed.

The unicorn/alicorn looked across the lake and found Rainbow and Fluttershy surrounded by a herd of big Pegasi.

"Look at all those big Pegasi!" Octavia points out.

"Now that is rad!" Vinyl said, tilting her glasses.

"Looks like your friends became famous," Paris observed. "They must have done something special to get their attention."

"We better let them know we're here," Jiminy advised.

"Alright," Twilight nods. "Rainbow Dash! Fluttershy!"

Meanwhile, the Pegasi were growing quite fond of the newcomers. Sometimes they'd ask a question and the ponies gladly answered.

"I adore your mane," A mare said to Rainbow Dash.

"It is pretty awesome, isn't it?" Rainbow said, flicking her hair.

Suddenly, loud voices drew the Pegasi's attention.

"Who's yelling?" A stallion asked.

Helen found the source, listening very closely.

"Someone's calling for you," She said to the ponies.

The two ponies also listen and saw who was calling their names.

"Hey, it's Twilight and the others!" Rainbow said.

"They're our friends," Fluttershy explains to Helen and Hector. "Would you like to meet them?"

"We'd love to," Helen replied.

Together, the Pegasi followed the ponies as they swam toward the edge of the lake. Vinyl and Rarity were overlooking the lake when they see them.

"Here they come," Vinyl said.

"And they're bringing two of those Pegasi with them," Rarity observed.

Once close enough, the Equestrians were finally able to meet the big-winged equines.

"Hiya, guys," Rainbow greeted. "Had fun?"

"We sure have," Applejack said, turning to Pinkie. "Though a certain 'somepony' beat all of us at hide-and-seek."

"Really, who?" Pinkie said, looking around. "Oh right, that was me!"

Pinkie smiled innocently as Applejack rolled her eyes but smiled too.

"How are you two floating on water?" Vinyl asked, raising an eyebrow.

"I don't know," Rainbow answered. "We've been wondering the same thing."

"Leave it to the Writer to add something new for us," Pinkie replied.

_Oh, come on!_

"Everypony, these are friends: Hector and Helen," Fluttershy introduced. "These are our friends Octavia, Vinyl, Spike, Jiminy Cricket, Applejack, Rarity, Pinkie Pie and Twilight. You can count Tim and Paris as friends too."

"Ah, good morning, Paris," Helen greeted, smiling. "Same to you, Tim."

"Wait! You already know them?" Rainbow asked.

"Oh sure, we know everyone here," Tim replied. "Well, except you of course."

"Good morning, Mrs. Helen," Paris bowed. "How are the children?"

"They're doing fine, thanks for asking," Helen replied, turning to the ponies. "It's lovely to meet you all."

"Nice to meet you too, ma'am and sir," Jiminy said, tipping his hat.

"My, you two have such gorgeous physique and colors," Rarity complimented.

"Why thank you, dear," Helen said. "You have great looks too."

Hector silently examines all the ponies, specifically Twilight.

"You have wings and a horn. Could it be… Are you a…?"

"Oh no, as flattering as it might be, I'm not a goddess," Twilight shook her head. "I am a princess though, but no need for formalities. Just call me Twilight."

"Very well, Twilight," Hector nodded. "You should be proud to have great friends like Rainbow Dash and Fluttershy. They helped my son Peter fly."

"They did?" Twilight asked.

Both parents nodded, as Twilight turns to the ponies with a smile.

"That's so sweet of what you two did."

"What can I say?" Rainbow said. "The kid needed help and I offered."

"The poor dear felt very insecure," Fluttershy added.

"Ah never thought you had it in ya to teach young'uns to fly," Applejack said to Rainbow. "Especially with your lack of patience."

"Hey!" Rainbow scowled, as her eyes widen. "What do you mean lack of patience?"

Applejack gives her a raised eyebrow, as if saying 'seriously?'.

"Where is your son, anyway?" Twilight asked, looking around.

"He's playing with his brothers and sisters, over there," Helen pointed.

Atop of one of the stone columns, each one of the Pegasi foals jump and fall into the water. First, Anjelica, then Dennis followed by Eugene and Lindy. Last, but certainly not least, Peter slowly and gracefully descended toward the water surrounded by his siblings.

"Aw, they're adorable," Rarity said.

"They sure know how to amuse themselves," Applejack added.

"Yeah, I can totally see the CMC play with them in this realm," Rainbow said.

"Hmm…" Twilight thought. "If we do decide to come back here, I'll be sure to ask them."

"You know, I haven't been to the lake for a while," Time said. "I think I'll relax for a few minutes and enjoy the sun."

"I think so too," Paris said. "By the look of it, Apollo must be in a good mood today."

"Apollo?" Twilight asked, raising an eyebrow.

"The god of the sun, music and healing," Jiminy explained. "According to Greek mythology, he uses a chariot to raise and lower the sun."

"Just like Princess Celestia," Spike said. "Only she uses a chariot for transport."

"Cool!" Tim said. "Well, see you all at the festival!"

Tim hops toward a small island and sits on top. He grabs his pan flute and plays a few notes while a flower falls from a tree landing on the water. The music is very soothing for the Equestrians.

"Did you find the sheet music?" Twilight asked Rainbow and Fluttershy.

"We thought we could find it at the lake," Rainbow said. "But still nothing."

Suddenly, without anyone noticing, a pink piece of paper floats in the air. Spike was the first to see it.

"Well, it was worth a try," Fluttershy said.

"Uh, Twilight?" The little dragon said, trying to get her attention.

"Maybe you're not lookin' hard enough," Applejack said. "It could be hidden somewhere. In a tree or on one of those islands or somethin'."

"You got a point," Twilight agreed.

"Twilight?" Spike said again.

"The unicorns, fauns and Pegasi don't seem to have a clue either," Twilight continued, not listening. "But, at least, they're helping us, making the search a little easier…"

"TWILIGHT!" Spike yelled.

Spike grabs her head, making her look at the sky. Only then did she see the pink piece of paper, as it flew away from them.

"Is that…?"

"The sheet music!" Rainbow shouts. "I'll get it!"

In a flash, Rainbow flew straight toward the sheet music. But suddenly, the sheet music dodged and flew away from her, much to her surprise.

"Oh, here we go again."

She quickly flew after it, desperate to catch it.

"Guess that one has a mind of its own," Spike said. "Just like the first one."

"We have to go after her," Twilight said.

"Do you need help?" Helen asked.

"Oh, we don't want to bother you," Twilight said. "Don't worry, we can handle it."

"Are you sure?" Helen asked again.

"Yeah, we're used to these things. But thanks anyway."

"If you ever need help, all you have to do is ask."

"We will. Thank you, Helen."

"Come on, everypony!" Applejack calls. "After it!"

Together, the ponies pursue Rainbow Dash while Paris, on the other hoof, stayed behind.

"Guess I'll see you at the festival!" Paris waved them off.

"We will!" Pinkie yelled, gleefully.

Rainbow kept trying to catch the sheet music. But each time she did, it slips out of her hooves as if it was blown away by the wind.

"Come on, you stupid piece of paper. Will you cooperate, for once?"

The sheet music flew down very fast, then quickly goes up. Rainbow is too late to stop and crashed headfirst into the water. Rainbow's head appeared out of the water, spitting some out of her mouth, looking toward the sheet music that appear to toy with her.

"Don't let it escape, Rainbow!" Twilight shouts, from the edge of the lake.

"It won't!" Rainbow said, determined.

Rainbow flew out of the water, shook herself dry and paused to think of a plan. Suddenly, she had an idea. She flew quickly between the trees, until she flew right in front of the sheet music.

"Ha! Now I got ya!"

But when she reached for it, the sheet music dodged her again and stood still a moment. Rainbow tried again and again, but no matter what she did, the sheet music dodged her. Then it stood still again, floating in the air. It was definitely playing with her, but she refused to be tricked again. She closed her eyes, whistling calmly and nonchalantly with her back to the paper. She took a step backwards toward it, but the sheet music took a small step back too. The Pegasus opened her eyes for a moment before shutting them until she quickly tried to grab it while flying circles, the sheet music doing the same. She became exhausted and then the sheet music twirled around her body, making her spin. By the time she stopped, she held her head while her eyes rolled in circles. She shakes her head vigorously and snorts wildly.

"That's the last straw!" She yelled.

As she takes to the air, she sees the sheet music seemingly stopped above a waterfall. Positioning on the edge, Rainbow was about to fly when the wheels began turning in her head.

"Oh no! No, no, no. Don't even think I'm falling for your tricks again. I see what you're trying to do. But it won't work… Great, I'm talking to a piece of paper… Again!"

"Don't worry, Rainbow!" A voice yelled behind her. "I got this!"

Rainbow quickly turned around as Applejack uses her lasso to catch a tree branch and swing toward the sheet music.

"AJ, WAIT!" Rainbow shouts.

But it was too late. Applejack did catch the sheet music in her mouth, but then she looked down as her eyes widen in realization. She made a big gulp and imagined herself as a donkey with a goofy grin. She was about to fall as the sheet music escaped, but Rainbow quickly caught her.

"Thanks, Rainbow," Applejack sighed. "I didn't think this through."

"You think?!" Rainbow said.

It didn't take long for the others to appear, quickly stopping at the edge of the waterfall.

"Look out!" Pinkie shouts.

The party pony tried to stop, but accidentally bumps against every pony. They all fall toward the waterfall, screaming. Rainbow quickly went after them while holding Applejack. They all kept screaming, while Pinkie slid along the waterfall on her back.

"Wheeeeee!" she yelled.

Fluttershy looks down, seeing the end of the waterfall.

"I can't look!" She cried, folding her wings over her eyes.

Twilight reacts quickly, casting a magic bubble over every pony, including Rainbow and Applejack, stopping them in midair before they hit the small rocks. They hover away from the rocks until the shield disappears and they fall in a creek. They peek out the water, gasping for air and swam for shore. Once out of the water, they shook themselves dry like dogs. Rarity's wet mane hung over her face.

"Oh, now I have to comb it again," Rarity complained.

"Can't you be more careful, Pinkie?" Twilight said, angrily. "We'd be goners if I didn't cast that magic barrier."

"I tried, but I couldn't," Pinkie said, in defense. "I did warn you."

Jiminy coughed a bit, slapping against his head to get the water out. He even removed his hat, that was filled with water, which splashed on his head.

"Did you manage to get the sheet music?" He asked.

"No," Rainbow said. "This one's trickier than the one in the Toccata and Fugue realm. Each time I try to grab it, it manages to get away."

"There it is again!" Vinyl yelled, pointing at the sky.

Sure enough, the sheet music floated away above a forested glen nearby.

"I'll catch it this time!" Rainbow said, preparing herself.

"Hold on, Rainbow," Twilight stopped her. "Maybe there's a reason you couldn't catch it."

"What do you mean?" Rainbow asked, raising an eyebrow.

"Remember how hard it was to catch the first sheet music?" Twilight asked. "That we had to travel through the entire realm to get it?"

"That was something alright," Applejack said.

"I think the sheet music doesn't want to be caught yet," Twilight said. "There must be more to explore in this realm; maybe, there could be creatures that need help."

"It's like with the dinosaurs," Jiminy said.

"Right! We only caught the others after we finished traveling through the realms. I guess we have to take our time to find them. After all, we came here to help and making friends in the first place just like the previous worlds. Right?"

Everypony began to think, but they knew Twilight made sense.

"Ya know, I guess y'er right!" Applejack said.

"What should we do now?" Octavia asked. "I don't think the festival they spoke of started yet."

"The sheet music flew over that glen," Twilight points out. "We could search in there."

"Can I comb my mane first?" Rarity asked.

Everypony sighed in annoyance, as they proceed to walk into the glen.


	11. Symphony No 6 Op 68: Matchmakers

**Symphony of Sorcery**  
**Glen**

After their failed attempt to retrieve the missing sheet music, our heroes travel through the forested glen. A place showing the true beauty of nature like the rest of this realm. Twilight had a hunch the sheet music didn't want to be caught, if there's much more to do and explore in this realm. She wasn't wrong, as some of the inhabitants would need help… Soon then they think.

"Ugh!" Rarity complained. "All this walking through forests, deserts and jungles really makes me miss my weekly spa trips.

"There's more in life than just the spa, Rarity," Applejack said.

"A lady must always look perfect, darling," Rarity argued. "No matter what the cost."

Applejack rolled her eyes and shook her head in defeat.

"Ah'm tellin' ya," Applejack whispers to Jiminy, on her head. "When she's like this, she _really_ gets on your nerves sometimes."

"Maybe you should just ignore her," Jiminy advised.

"Ignore her? She does this a lot," Rainbow said. "Her whining is so annoying, you can't think. She even drives dogs crazy."

"Excuse me!" Rarity scowled. "I'm not whining, I'm _complaining_! Those mutts left me no choice. They were unhygienic, their tunnels were filthy, and their breath makes me nauseated when I breathe. I mean, honestly, is it a crime to bathe once a week? They could all do with a good round of soap and water. And some toothpaste to get rid of that nasty breath…"

As she complains, without realizing it, Vinyl and Octavia give each other a weird look. Vinyl decides to put her headphones on and listen to her beats. She also gave a pair to Octavia with her cutie mark on it. The grey Earth pony smiles, placing them on her head to listen to her own music.

"And another thing…" Rarity continued.

"WHAT?!" Everypony asked, irritated.

"I'm terribly thirsty," Rarity said. "Can we stop for a quick drink of water, please?"

"Rarity, we just fell from a waterfall," Rainbow said, bluntly. "You really want to drink water?"

"Actually, ah would like a drink myself," Applejack said, sheepishly.

"Anypony else?" Twilight asked.

A few raised their hooves as Twilight counted.

"Okay, let's stop walking and drink from our flasks."

"Or…" Fluttershy began. "We could save our flasks for later and drink from the river over there."

Fluttershy just happens to point to a river near a small waterfall.

"Oh… Right," Twilight said, sheepishly.

"Fine by me," Applejack said, approaching the river. "We can even refill our flasks while we're here."

"You know, if anypony's in the mood," Pinkie advised. "We could take a quick swim."

"Pardon my cleanliness," Octavia said. "But I'm not drinking where we're swimming."

"You are right on the dot, Octavia," Rarity agreed. "Besides, are you sure the water is hygienic?"

"Rarity, it's fresh water," Jiminy points out. "There's nothing wrong with it."

Everypony who needed to drink lower their heads and drank from the water. Spike scooped some with his claw and brought it to his lips. Rarity was still unsure until she final lowers her head for a drink, closing her eyes to enjoy the moment.

She didn't notice a purple flower floating her way. When it got close to her face, something slowly peeked from the water with the flower on its head. When the white unicorn opens her eyes, she immediately sees the new creature and screams with fright. The moment the Equestrians heard her scream, they stood in a fighting position. Twilight's horn glows while the rest prepare their hooves, claws and hands. The creature was frightened and lowered herself in the water until only her eyes and hair were visible. It was then our heroes took a better look at what spooked Rarity. They immediately lower their guard, for they've seen a creature like this before.

"Well, I'll be," Jiminy smiled.

"It's a… It's a…" Spike began, finding the right word.

"It's a human!" Twilight finished, amazed.

The female creature with purple hair slowly backed away.

"Oh my," Fluttershy said. "I think we startled her."

"I think Rarity scared her the most," Rainbow remarked.

"I beg your pardon," Rarity defended herself. "She frightened me first. I would never scare any pony on purpose."

"Right…" Rainbow said.

The creature backed a bit more.

"Oh, please don't go away," Twilight said. "We didn't mean to scare you."

"We're friendly," Pinkie added. "We come in peace."

"Seriously?" Spike asked. "We're starting with that cliché?"

"It's okay," Twilight reassured. "We won't hurt you."

The creature came closer, rising a bit above the water with her arms covering her chest.

"Who… Are you? You look different than the unicorns and pegasi I've seen."

"Yeah, we're from somewhere else," Rainbow said.

"I'm Twilight Sparkle," Twilight introduced. "And these are my friends."

The human creature seemed less scared, slowly dropping her arms. The Equestrians were a bit surprised at what she uncovered.

"Oh my!" Octavia blushed in embarrassment.

"Took the words outta my mouth," Vinyl said, tipping her glasses.

"Better cover my eyes in respect," Jiminy said, covering his eyes.

"That's a strange spot for udders," Pinkie said. "They look like balloons."

Wide-eyed, Rarity quickly covers Spike's eyes as he tries to break loose.

"Hey! What gives?!" Spike said.

"This is not meant for the eyes of a baby dragon… Whatever those are," Rarity said. "The girl needs clothes, stat!"

"Rarity, do I have to tell you that 'ponies don't normally wear clothes?'" Applejack asked, reminding her.

"She's not a pony, she's a _human_," Rarity corrects. "That's completely different, Applejack."

Applejack rolled her eyes by that, as the creature twiddled her fingers.

"Actually, I'm half-human," The creature answered.

Everypony raised their eyebrows, as the creature slowly emerged from the water, towering over them and shook herself dry. The Equestrians gasped. Instead of seeing the lower half of a human, she had the lower half of a horse. Not only were they surprised, but also in fright. They've seen a creature like her before, but it didn't bring them good memories. Rarity drops her arms, allowing Spike to look at her lower half and gasp.

"She's half-horse," Spike said.

"A centaur!" Twilight corrected.

"Well, this is an unexpected turn of events," Jiminy said.

"Actually, I'm a 'centaurette' since I'm female," The creature corrected. "But there are males too."

The Equestrians were still staring, not a word came out of their mouths.

"Um, is something wrong?" The centaurette asked. "Something in my teeth?"

"Twilight?" Jiminy asked, noticing their reactions. "Guys?"

All of them, but mostly Twilight, were stuck in horrible memories of the time before they got their own castle. She remembered that brutal fight, her friends captured and held hostage with Equestria almost destroyed… All because of _him_. Everything would be lost forever if they haven't found the keys and gain the Power of the Rainbow.

"Twilight!" Jiminy yelled.

Suddenly, Twilight and the others broke free of their trance as Jiminy came through.

"Are you okay?"

"I'm… Fine, Jiminy," Twilight said, unconvincingly.

"You don't look fine," Jiminy said, suspicious. "I can tell something's bothering you and the others."

"It's nothing, really," Twilight insists.

"Twilight… It's not good to bottle things up," Jiminy advised. "Especially from your friends."

Twilight sighs sadly in defeat, she knew he was right.

"You see, Miss Centaurette…" She began.

"You can call me Violet if you want," The centaurette smiled.

"Okay. You see, Violet, you remind us of some pony we know… Some pony bad."

The centaurette's smile disappears, replaced with a questionable look.

"You wouldn't happen to be related to Tirek, would you?" Rainbow asked.

"Who?" Violet asked, confused.

"Tirek? The guy Spike mentioned?" Jiminy asked. "The centaur that destroyed your library and almost your entire home?"

"Yes, him," Twilight said, shedding a single tear.

"My goodness, I had no idea," Violet said, kneeling to their level. "I'm so sorry."

"You have nothing to apologize for," Twilight assured.

But the centaurette still felt sorry for the tragedy they've been through. She caresses Twilight's head to comfort her.

"I may not know who Tirek is," Violet said. "But I'd never do things like that to you."

A small smile appears on the lavender unicorn/alicorn, feeling the Centaurette is someone they can trust.

"Guess you should learn that even though she's from the same species, doesn't mean they think or do the same things he did," Jiminy said.

"You're right, Jiminy," Twilight said, wiping her tears away. "We're sorry, Violet."

"It's alright," Violet said. "You do look exhausted. Why don't you come with me and meet my friends? They'll be delighted to meet you."

"We _are_ a bit tired," Vinyl admits. "We've been trying to catch some sheet music and we fell from a waterfall."

"It's not so far," The centaurette assures, standing up. "Just follow me."

Violet walks in front while the Equestrians follow her. It took only a few seconds to reach another part of the river. There, more females were playing in the water or washing themselves beneath a waterfall. Each one had a different color of hair and skin and they all were beautiful in their own unique way. One of them steps out of the water onto dry land, shaking herself dry. No doubt all the females were centaurettes. The ones on the land wore flowers and leaves to cover their chest. But they weren't the only creatures, there were also little naked babies with wings.

These flying babies helped the centaurettes with their hair and make-up. Two of them brushed a yellow centaurette's hair, three others braid a pink one's tail while she relaxed with her hand in the water. One centaurette files her fingernails with a cattail, while a small black one used a cattail to scrub the tall one's hooves. Another centaurette had her face powdered by one of the flying babies, while another uses a berry as lipstick to put on the lips of a black-haired centaurette. The girl looks at herself in a mirror, smiling at her reflection, while the little winged baby looks in the mirror while eating the berry he used.

"Are those your friends?" Rarity asked.

"They sure are," Violet nodded.

"They look simply gorgeous," Rarity complimented.

"And lovely," Fluttershy added.

"Hey, girls!" Violet announced to every centaurette, drawing their attention. "We have visitors."

The centaurettes talk among each other in surprise, especially when they see the newcomers. The Equestrians stood in the middle of the group.

"Hello, everybody," Twilight greeted. "My name is Twilight Sparkle, the Princess of Friendship. These are my friends Applejack, Rainbow Dash, Pinkie Pie, Rarity, Fluttershy, Spike, Vinyl Scratch, Octavia Melody and Jiminy Cricket. I know what you're thinking; yes, we look different than the unicorns and pegasi in this land. That's because we're ponies from another world. Spike's a dragon and Jiminy is… Well, a cricket."

Again, the centaurettes talk among each other again, curious of these beings.

"We mean no harm," Applejack assured. "We just came here searching for missing sheet music."

"And to protect your world against bad guys," Rainbow added.

"If any at all," Octavia said.

"And to visit," Pinkie added.

The centaurettes became fascinated in these equines, paying close attention.

"They must be the cutest creatures I've ever seen," A red-haired centaurette said.

"Their coats are so beautiful," A blue one said. "Such gorgeous colors."

"Speaking of colors, check out their manes," A white-haired centaurette said, touching and admiring Rainbow's mane. "Especially this one. I wish I had beautiful colors in my hair, even for one day."

The black-haired centaurette with purple skin looked at Spike and lifted him up.

"Aw, you're so adorable," She said, rubbing her nose with his.

Then she cradles him in her arms like a baby, tickling his tummy with her finger.

"Who's a cute little dragon? You are. Yes, you are."

Spike couldn't help but laugh, enjoying what the centaurette was doing. The others either pet the Equestrians or admired their manes and colors while introducing themselves. Even Jiminy received attention from these lovely ladies.

"Now, this is a moment I'll never forget," The cricket smiled.

"Where exactly do you come from?" One centaurette asked.

"We're from Equestria," Spike answered, still in the arms of a centaurette. "It's far away from here, like _very_ far away."

"It's similar to this world," Fluttershy explained. "But with houses, castles and creatures you've never seen before."

"By the sound of it, Equestria must be beautiful," A blond centaurette said.

"Oh, it is," Pinkie said. "Beautiful landscape, friendly inhabitants and lots of parties organized by Yours Truly."

"But it's not always like that after what you told me, is it?" Violet asked.

"What do you mean, Violet?" A pink centaurette asked.

"They said their home was almost destroyed by an evil centaur named Tirek," Violet said.

The centaurettes and the winged babies gasp with fright.

"Sweet Gaia!" One centaurette gasped.

"I guess my appearance triggered some memories," Violet said. "Making them think we're related."

"Oh, you poor sweet things," A blue centaurette said, resting a hand on her heart.

"Yes, and I apologize for that," Twilight said. "I realize now it's impossible because you're from different worlds. Princess Celestia did mention he had a gargoyle brother named Scorpan who became nice."

"Granted, we've never met him," Rarity said. "But he sounds like a dear."

"How can a centaur and a gargoyle be siblings?" Jiminy asked, eager to know.

"That question is beyond me as well," Twilight admits.

"With all the weird stuff in Equestria, we try not to think about it," Rainbow adds.

One of the flying babies flew towards the ponies.

"Don't you worry, the girls wouldn't dream of harming anyone," One flying baby spoke, in the same voice level as the fauns. "Neither would the boys."

Our heroes didn't even notice these new creatures and couldn't help but stare at their natural state.

"Why aren't they wearing pants?" Spike asked innocently.

"I think you better cover Spike's eyes again," Pinkie whispered to her friends. "I'll see if I can find some leaves."

"Who are you?" Rainbow asked the creatures. "_What_ are you?"

"Who are we?" One of them asked. "We're cupids, though some call us cherubs. We're followers of Aphrodite herself."

"Aphrodite?" Jiminy asked, surprised. "The Goddess of Love?"

"That's right!" One cupid nodded.

"Is that the reason the girls look like they're going on a date?" Rainbow asked.

"That's one way to say it," A cupid said. "We want to make the centaurs and centaurettes fall in love so they become couples."

"Wouldn't it be easier to shoot a love arrow in their butt?" Spike asked, sitting in the black-haired centaurette's lap.

"Spike!" Twilight said, thinking he insulted them.

"What?" Spike asked. "Isn't it true?"

"Oh no, we don't do such a thing," One cupid assured. "Aphrodite wants us to let them experience love out of free will, so they know each other better."

"Aren't you worried they'll argue and fight if things don't work out?" Fluttershy asked.

"Not at all, not one teensy bit. Once two lovers make a special connection, they mate for life."

"Aw, that's so sweet," Rarity cooed.

"Even if there's a fight or disagreement between the two, we make sure they get along," Another cupid said.

"My sister-in-law, Princess Cadence, does that too whenever a couple argues," Twilight smiled. "I've seen it for myself."

The centaurettes talk among other, smiling when Twilight said that.

"She sounds amazing," A pink centaurette said.

"She's the best," Twilight said. "Even my brother, Shining Armor, is lucky to have her."

"I didn't know you had a brother who's married," Jiminy said.

"Don't worry, I'll introduce you to them one day," Twilight said.

"_Maybe_ sooner than you think," Pinkie winked.

_Pinkie Pie, shh!_

"Well, under those circumstances, I would be honored," Jiminy replied.

In the meantime, one cupid standing on a pedestal looked through a tree.

"Hey guys!" He called out, pointing. "They're coming!"

All the cupids came over to look where the other was pointing.

"Ooh! Let me look! Let me look!" Pinkie said.

Pinkie, along with Rainbow Dash, Rarity and Vinyl Scratch, join the other cupids to watch.

They see a male centaur blowing a horn, as if calling for someone. When he motions to follow, that's when a whole group of them appear, all male gendered. They run through the glen, over a small river, on their way to the rendezvous point.

"Wow!" Pinkie said, wide-eyed.

"Oh my, they're quite muscular," Rarity blushed, checking them out.

The cupids flew away from the observation spot, back toward the centaurettes.

"Alright, ladies," One cupid said. "The boys are on their way and I hope you're ready."

Some of the centaurettes were nervous, while others were excited. Rainbow, Pinkie and Vinyl joined the others, while Rarity looked at the centaurs and then the centaurettes.

"I'm very interested in how things turn out," Fluttershy said.

"I can't believe I'm saying this," Rainbow said. "But I am too."

"Hold on, darlings," Rarity comes in. "You're not planning to go out like that, are you?"

"What do you mean?" One centaurette asked. "Aren't we pretty?"

"Oh no, no, no, no, no," Rarity shook her hooves. "You're _very_ gorgeous. But I think something's missing. Something that lures the boys' attention. Something… Fabulous!"

"Let me guess," Rainbow said, bluntly. "It starts with an 'f' and ends with an 'n'?"

"Exactly!" Rarity said. "You know me so well."

The white unicorn looks around, smiling at the surroundings and gasps.

"Idea!" She spoke, in a singsong voice.

The centaurettes looked at each other in confusion.

"You see, ladies, a girl needs more than good looks and charm to win a man's heart. A girl needs personality and most of all…"

As she speaks, Rarity' horn glows, removing some flowers from a bush and some cloth.

"… A girl needs style!"

The cloth and flowers wrap in a tight whirl around a centaurette's body. In a flash, the results are shown: The centaurette wore a blue shawl decorated with roses, complete with a necklace and her hair styled elegantly.

"Ooh!" The centaurettes gasp, amazed.

The centaurette, now looking like a model, checks herself out and smiles.

"Aah!" The Equestrians react the same.

_Only at Mattress Giant!_*Pause* _Sorry, I couldn't resist._

"Wow, that's amazing!" Jiminy said. "I thought this looked more like a job for the Blue Fairy. You really are talented, Rarity."

"Thank you, Jiminy," Rarity replied, before facing the centaurettes. "What do you think, girls?"

"It's beautiful!" One centaurette said. "Can you make something like that for me?"

"Me too?" Another one asked.

The other centaurettes began to chatter eagerly.

"Patience, darlings," Rarity assured. "Everyone will have an ensemble that matches you."

Rarity brings her attention to the cupids.

"Would you kindly lend me a hoof?"

"With pleasure, Miss Rarity," One cupid said.

"Thank you, dear," Rarity smiled.

"So, what can we do?" Another cupid asked.

"We need anything we can use to dress the centaurettes," Rarity explained. "Leaves, flowers, whatever we can find."

"No problem, we can do that!"

One cupid searched and found something that gave him an idea. He nudges a fellow cupid and points at what he saw. The other one smiles and nods. They flew toward the river and together, they pull out a lily pad from the water. The approach a white-haired centaurette and places it on her head like a hat, using two roots to tie it around her head. Rarity smiles with approval.

"Exquisite idea!" Rarity said. "Keep up the good work."

She soon approaches a small black centaurette.

"What was your name again?"

"Sunflower," The little centaurette answered.

"Well Sunflower, how would you like to decorate some of their tails with flowers?" Rarity asked.

"Oh, I'd love to," Sunflower smiled. "I'll start right away."

At the same time, another cupid pulled off a big piece of tree bark, rolling it up and places it on a pink-haired centaurette. A second cupid ties the top with small rope, flying around it till the rope is secure. The other places a bouquet of flowers in the tied-up bark, making it look like a hat. The centaurette couldn't help but smile.

Spike, Fluttersy and another cupid were busy with a red-haired centaurette. Her hair was tied in a bun and two doves land on her head, both of them stretched out one wing on each other.

"Are you sure the doves can handle it?" Fluttershy asked.

"Don't worry," The cupid assured. "They'll be fine."

They examine the centaurette, judging her looks.

"What do you personally think?" Spike asked the pair.

The cupid scratched his head, then shook it.

"No, it's not good."

"I agree," Spike nodded.

"It doesn't look _too_ bad," Fluttershy observed. "Maybe it needs a few improvements, perhaps a different look. Hmm… Mister and Miss Dove, would you mind trying a different pose?"

With that said, the doves flew off the centaurette's head, making her hair land on her shoulders. She struck a cute pose while the doves land on her head again in a different position.

"Much better," The cupid said.

The little guy spread one of the doves' wings, making it look like the centaurette wore a hat too.

"That's more like it," Spike approved, giving a thumbs up.

"It's truly lovely," Fluttershy said.

Rarity checked all the centaurettes and their different fashion styles.

"Perfect!" She said, in singsong. "Now you're ready!"

She looks behind the same tree to see the centaurs arriving.

"And by the looks of it, right on schedule."

Many centaurettes walk toward the tree to see what their future boyfriend looks like. Sunflower was busily decorating a tail with flowers, but the centaurette it belonged to rose up and walks toward the tree. Because of that, her tail whips and all the flowers fall off. Sunflower looks angry toward her, all that hard work for nothing. While the centaurettes peeked behind the tree, Sunflower decorated the tail again.

"Would you like some help?" Pinkie offered.

"Yes, please," The little centaurette said. "Thank you."

"They all look so handsome," The black-haired centaurette said.

"I hope my future boyfriend gives me flowers the moment he sees me," A blond centaurette said.

"I hope mine treats me like a princess," A pink-haired one said. "And takes me somewhere romantic."

"Wow, Rarity," Applejack said. "Ya sure did a wonderful job. Look how happy and excited they are."

"Oh, pshaw, Applejack," Rarity said. "The cupids deserve the most credit for coming up with such fabulous ideas. You know, despite everything that happened and…"

By this point Rarity mumbled something, while motioning with her hoof.

_Don't ask, let it speak for itself._

"… The musical realms have inspired me to create a new fashion line," Rarity continued. "I think I'll call it 'Symphony Chic'!"

"That sounds amazing," Twilight said.

"What do you know?" Vinyl nudged Octavia. "Rarity found some new inspiration for clothes."

"I hope I'll find mine," Octavia said, unsure of herself.

"Trust me, Tavi," Vinyl said, wrapping an arm over her best friend. "You will."

The cupids flew over their heads, while the centaurettes followed.

"Are you coming? We're about to get started."

"Shall we, everypony?" Rarity asked her friends.

The Equestrians nod and follow the centaurettes and cupids. In a few seconds, they reached another part of the glen, which was the rendezvous point for the centaurs and centaurettes to meet. They were all on top a few stairs behind a curtain made of red leaves. It didn't take long for the centaurs to arrive, guided by a few more cupids who stop them in their tracks. The cupids go behind the curtain while the centaurs wait patiently.

"Are they ready?" One cupid asked.

"Yes," Another replied. "With a little help from these lovely creatures."

The Equestrians, mostly the mares, blushed or rub their hoof on the ground from the compliment. Then they took a peek behind the curtain to observe the centaurs.

"They look nice," Fluttershy compliments.

"Alright, girls," One cupid announced. "This is the moment! One of those centaurs will be your boyfriend and, with lots of luck, your future husband."

"So, all you have to do is make sure they like each other?" Rainbow asked.

"Exactly! We'll even create a romantic atmosphere for them."

"Maybe we can help too," Spike suggests. "Just to make things easier for you guys."

"Yeah, we could be matchmakers!" Pinkie said, excitedly.

"That would be very nice," One cupid smiled. "Thank you."

"I suggest you strike a few poses," Rarity advised to the centaurettes. "Men are easily attracted to that."

"They all do," Octavia said. "Believe me."

_They're not wrong on that part._

"Gee, I'll probably never have a special someone like the rest of you," Sunflower said, sadly.

The Equestrians heard that and immediately face her.

"Don't think that way, Sunflower," Rarity said. "You'll never know what life has in store for you."

"Rarity's right," Applejack agreed, placing a hoof on Sunflower's shoulder. "One day, there'll be a centaur who'd go nuts about ya."

"Everyone deserves love," Jiminy said, hopping on Applejack's head.

"We'll even help you if you want," Twilight said.

"We'll help you too," The white-haired centaurette said, hugging Sunflower. "We promise."

"But why?" Sunflower asked. "I'm just an assistant."

"No, you're more than an assistant," Another centaurette hugged her. "You're our friend."

The little centaurette was happy to have such good friends, smiling hopefully.

"Alright, girls," A cupid instructs. "You wait on top of the stairs; when the curtains open, that's your cue."

The centaurettes nod, understandingly.

"Come on, every pony!" Pinkie said, merrily skipping to the curtain. "Let's meet some centaurs!"

Both the cupids and Equestrians step out of the curtain; the centaurs were a bit surprised to see colorful equines.

"Who are you?" One centaur asked.

"I'm Twilight Sparkle, Princess of Friendship," Twilight introduced once more. "These are Jiminy Cricket, Applejack, Rainbow Dash, Pinkie Pie, Octavia, Vinyl, Fluttershy, Spike and Rarity."

The centaurs smile and bow before Twilight.

"It's an honor, Your Majesty," One said.

"Please, no need to bow," Twilight said, gently. "You can treat me as any creature."

All the same, the centaurs rose up in respect.

"To what do we owe a visit from royalty?" Another one asked.

"We aim to spread the love," Pinkie cuts in.

"By introducing you to these lovely ladies," Spike adds, with a playful smirk.

Suddenly, the cupids open the curtains to reveal the centaurettes posing like fashion models. The centaurs were totally mesmerized by their beauty. One cupid smiled at the centaurs, with a face that reads 'Pretty, aren't they?', as they sat down to watch the centaurettes.

"Allow us to introduce you to a few," Applejack said, pointing to one centaurette. "This is Goldenrod!"

Applejack refers to a yellow centaurette with ringlets, pink flowers covers her chest and two birds on her rear end modeled as she walks down the staircase. She places a hand behind her back, looking toward the centaurs mid-model.

"She's tough, honest, loves sunsets and likes a guy who's not afraid to show his sensitive side," Applejack continues.

Then a pink-skinned centaurette with pink hair and flowers around her chest and midriff appears, posing around.

"And here's Cherry Blossom," Rarity introduced. "Sweet and funny, dreaming of a man who would sweep her off her hooves and take her to a romantic spot under the moonlight."

"Wait!" Rainbow said, raising an eyebrow. "You talking about her… Or you?"

"What? Can't two ladies share the same romantic dream?" Rarity asked, smiling sheepishly.

Rainbow raised her eyebrow, as a blue centaurette appears. She had a pink headband around her hair, grapes around her chest and flowers in her tail.

"This is Ambrosia, Amber for short," Twilight introduced. "She's smart, she's caring, likes flowers and much more. Anypony want to say hello to her?"

Ambrosia keeps posing around, even swished her tail aside with her hind leg. She takes a red flower and drops it on the ground, smiling at the centaurs who couldn't help but smile.

"Why is she dropping that flower on the ground?" Rainbow asked, confused.

"Oh-ho-ho, Rainbow Dash," Rarity laughed. "You truly missed quite a lot in life. That's the oldest trick in the book to get a stallion's attention."

"She's right," Jiminy explains. "During the 17th and 18th century, women, mostly those who live in high society, tend to flirt with men when they're in love or show interest in them. But the most used tactic to get their attention was drop something that belongs to them and hope the man will pick it up for them. They usually use a handkerchief, but a flower is also a good idea."

"Looks like it's working," Vinyl points out.

A blue centaur makes a daring move and approaches Ambrosia, who gave a dreamy sigh without looking. He picks up the flower, smelled its aroma and gives it to the centaurette it belongs to. Ambrosia happily obliged and together they stroll through the glen.

"It's working," Twilight said. "They're falling in love."

They weren't the only ones, as other centaurs approach the centaurettes they like the most. One offered Cherry Blossom his arm, a signal to take a walk. Cherry happily accepts and walks away while resting her head on his arms. Others try a different approach like giving flowers, introducing themselves, talking about their interests, compliments, whatever works for them. And it all works, as every centaur found a mate and stroll through the glen to celebrate their love.

"Let's follow them and see how they're doing," Vinyl said.

"Why? It's just mushy stuff as usual," Rainbow said, uninterested.

"Come on, Rainbow Dash," Rarity said. "We all know you've read 'Trot with the Wind' and gained a bit of interest in those novels. Besides, don't you have an eye on a certain wonderbolt?"

Rarity flutters her eyes in a teasing way, making Rainbow blush and her pupils shrink to pinpricks. She knew exactly whom Rarity was talking about.

"That's not true!" She defended herself. "Soarin and I are just colleagues, strictly professional. Nothing more."

"Huh, sure you are," Rarity silently teased, smiling.

When Rainbow heard that, she scowled without saying anything else as they walked through the glen together. They saw the centaurs and centaurettes do various lovey-dovey stuff, while the cupids watch over them. Some cuddled, kissed, took a walk, and other things. One couple cuddles together while wrapping their tails around each other. Another simply took a walk till they stop at a tree. The centaur sought to give his mate a kiss, but the centaurette was shy and stepped away from him a bit. Then they ran together while reaching for each other's hand.

"Looks like love is in bloom for all of them," Twilight said.

"Ooh, I love that song!" Pinkie said.

"You said it," One cupid said, overlooking from the tree.

One of them turns around and smiles at what he sees.

"Hey, look over there!" The cupid points out, drawing everyone's attention.

One couple relaxed along the river, paddling their hooves in the water. The centaur plucked petals from a flower, the old 'she loves me, she loves me not' thing while the centaurette came closer, nudging her head and body against his. It drew his attention, so he threw the flower away and wrapped his arm around his lover.

"Aww!" The Equestrians, even Rainbow Dash, said.

The blue Pegasus realized what she said and tried to act tough.

"I mean, um… It's cool."

The others giggle a little at Rainbow's attempt to be cool.

"Come on girls, let's watch some more," Pinkie said, as they walked further.

They stroll behind some bushes to respect the couples' privacy while they watch. They see a centaur rest his head on the horse part of the centauratte on the ground, while she fed him grapes. They notice two cupids in a tree above them, one holding the grapes the centaurette picked from and the other shaking tiny pink petals off a branch onto the couple. The Equestrians smiled, then saw a centaurette swing on the swing-set, while the centaur pushed her. Two cupids swung along the ropes. The centaurette took off the flower from her head and threw it to the centaur, who caught it while one cupid began to fly.

The Equestrians and some cupids slowly turn their heads left-to-right, watching the swing go forward and back. Two cupids wink at one another in approval.

"That was a great idea, Rarity," Twilight compliments. "Making the centaurettes pose like models through simple nature stuff as hats and necklaces."

"What can I say?" Rarity said, proud of her work. "When something inspiring comes to mind, I always use it to help those in need."

"Those girls weren't really 'in need'," Applejack said. "But… It's still a great idea."

Fashion or not, the centaurettes were happy and to the Equestrians' surprise, even Sunflower found someone special, too. The little centaur sat on her haunches on a field of flowers under the sunlight, as a handsome black centaur just her size sat next to her. They hold each other's hands looking deep in their eyes.

Our heroes couldn't be happier, as Rarity shed a tiny tear. Fluttershy gives her a tissue to blow her nose in.

"I'm so happy for her, Rarity," Fluttershy said.

"Looks like everything's going well," One cupid observed. "There may have been a couple who had a small argument, but we managed to fix it."

But not everyone seemed to find someone to love. When Pinkie Pie faced a certain direction, she was shocked and sad at the sight. Twilight noticed her expression.

"What is it, Pinkie?" Twilight asked. "Why so sad?"

She turns for a better look and is just as shocked as her friend. It didn't take long for the others, including the cupids, to notice too. A muscular centaur with blue skin, a purple horse body and black hair and tail sat alone under a tree with a depressed look. Fluttershy gasped, like her heart broke.

"Poor feller," Applejack said.

"That's something that can happen," Twilight said, feeling bad for him. "Guess not every pony is lucky."

The Equestrians and cupids shook their heads at the sight, feeling bad for him. The centaur gave a deep sad sigh while the others copy his moves.

"Are you sure there's nothing we can do to help?" Rainbow asked. "Or at least, cheer him up?"

"I don't know," Twilight shrugged. "Nothing comes to mind."

"How about you, Jiminy?" Spike asked the same question.

"I don't have a clue either," Jiminy said, sitting with his hands to his cheeks. "Looks pretty hopeless."

Suddenly, one cupid flew toward them.

"Hey, guys! I found a centaurette all alone."

When the Equestrians and other cupids heard that, they immediately react.

"Where?" Twilight asked, eager to know.

"Over there!" The cupid points.

The cupids and Equestrians turn that direction for a closer look, they all smiled with hope. A beautiful blue-skinned centaurette with a dark blue horse body. She also had blond pig-tailed hair with pink bows and a wreath of flowers for both her bikini top and waistband. Like the centaur, she didn't find a mate either and there she sat underneath a tree, wishing for one. This was an opportunity our heroes could let slip away, as an idea pops in Twilight's head.

"I got it! We'll get the two to love each other."

"How will we do that?" Fluttershy asked.

"Gather around, ladies," Twilight motioned with her hooves. "You too, boys."

Every pony, including Spike and Jiminy, huddled close to Twilight in a circle.

"Here's the plan," Twilight explains. "We split into two groups. One to the centaurette, the other to the centaur. We talk to them and make them acknowledge each other."

"We can help with that," One cupid said, pulling out a flute from nowhere.

"What's that for?" Rainbow asked, confused.

"When we play these, they'll be mesmerized by the music," The cupid explains. "When they follow it, they'll notice each other once they're close enough."

"Sounds perfect to me," Spike said.

"Brilliant!" Rarity agreed.

"Okay then," Twilight nodded. "Rarity, you, Octavia, Fluttershy and Rainbow Dash talk to the centaurette. The rest will walk with me to the centaur. Once we've tried to cheer them up, the cupids will step in and use their flutes to lure them to each other."

"Ooh, ooh, ooh!" Pinkie hopped up and down. "I wanna play the flute too! Can I play the flute with the cupids? Oh please, please, pwetty please?"

Pinkie give Twilight the puppy dog eyes, which made Twilight chuckle.

"Okay, okay, take it easy," Twilight said, facing the cupids. "Can she play the flute along with you?"

"No problem," One cupid said, handing Pinkie his flute. "Here, take it. I'll go along with one of the groups."

Pinkie looks at it with a big smile, hugging it close to her heart.

"I promise to do a good job!"

"Alright, let's do it!" Twilight said, as each group works according to plan.

Rarity's group approaches the centaurette, who sighs with sorrow. Trying not to frighten her, Rarity clears her throat to get her attention and it worked.

"Oh, it's you," The centaurette said, sadly.

"Is something the matter, darling?" Rarity asked.

_Of course, she knew the answer, but it doesn't hurt to ask._

"I haven't found someone I love," The centaurette replied. "All the boys are taken, especially the good ones."

"Are you sure?" Rarity asked. "Have you looked everywhere?"

"Yes, but not a single stallion showed interest in me," The centaurette said, tears rolling down her cheek. "Maybe I'm not pretty enough."

"That's total nonsense," Octavia said. "Look at yourself, you're completely gorgeous."

"Octavia's right," Rainbow agreed. "Any centaur would love to hang with you."

"Then why did none come to me?" The centaurette asked, facing the ponies.

"Maybe you didn't take a good look around," Fluttershy said. "Or rather, maybe _both of you_ didn't take a good look around."

Fluttershy was referring to both the centaurette and the centaur she didn't know about, but it's no wonder she seemed confused and surprised.

Meanwhile, Twilight and her team try the same tactic with the centaur.

"Excuse me sir," Twilight said, causing the centaur to turn around. "Do you have a problem?"

"Sadly yes," The centaur said, depressed. "There were so many pretty girls and I haven't found one that interests me. Not even one was interested in me either. Guess I'll have to spend the rest of my life alone."

"Now that's a lot o' hooey," Applejack said. "I may not be a love expert, but I think ya probably didn't look hard enough. Now buck up and raise yer head."

"I'd listen to Applejack," Jiminy advised, sitting on Applejack's hat. "My father always said to me, 'There's a lid for every jar.'"

"But where can I find the perfect girl?" The centaur asked.

"Dude, nobody's perfect," Vinyl said. "What do you seek in a girl?"

"Well… She has to be funny and caring," The centaur explained. "Someone who likes to laugh and would like me for… Well, me."

During that time, the other group spoke with the centaurette.

"What I like in a boy?" The centaurette began. "Gentle, someone who likes to have fun and treats me good."

The ponies look at each other with a smile.

"I think we found somepony you might like," Rainbow said.

"Really?" The centaurette smiled, hopefully. "Where?"

"All you have to do is follow Pinkie and the cupids," Octavia said.

Suddenly, Pinkie and two cupids appear in front of the centaurette, blowing soft melodies with their flutes. The music made the girl smile, as she rose from the ground and slowly follows them spreading her arms forward and keeping her eyes closed. The other ponies walk along beside her until the music stops. As the centaurette opens her eyes, she is surprised to see the lonely centaur still depressed even after speaking with Twilight and the others. The centaurette liked what she saw, starting to blush and couldn't help but look away with a cute smile.

At Twilight's side, they both notice their other friends with the centaurette. It was time to do their part. Twilight winks at the rest of the group, who wink back in understanding.

"Well, like Pinkie always says," Spike said. "'It's time to turn that frown upside down.' Because today's your lucky day."

"Yeah, because there is somepony who likes you," Applejack said, honestly.

"You really think so?" The centaur asked.

"We know so," Twilight nods. "Just follow Pinkie and the cupids. Believe me when I say, 'you'll be in for a surprise.'"

Suddenly, Pinkie and the cupids appear again playing the same tune as before. It lifted the centaur's spirit, so much that he rose from the ground and follows them with his arms spread forward. Suddenly, he looks in front of him and is surprised by the beauty standing before him. The centaurette was blushing as he approached her. At the moment, Pinkie and the cupids stopped playing as the centaur and centaurette stare each other. A spark appears before their eyes, before they spoke to each other. All the while the Equestrians watch to see how it works.

"Hi," The centaurette said, blushing.

"Hi," The centaur replies, smiling. "I'm Brudus."

"I'm… I'm Melinda," The centaurette said, shyly.

"You're name is as beautiful as your face," Brudus said, making the girl giggle.

Melinda offers her hand, as Brudus takes it and plants a kiss. The Equestrians cheer them on, even Pinkie and the cupids shake their hands and hooves.

"Well done, everyone," One cupid said. "You did great too, Pinkie!"

"You really think so?" Pinkie asked, smiling.

The two cupids nod, causing the pink pony to squee. Brudus and Melinda held each other's hands, while gazing to each other lovingly. Melinda couldn't help but blush profusely.

"I suppose you like each other?" Rainbow asked, with a teasing smile.

"Oh yes, she's everything I've dreamed of," Brudus said.

"As I feel for him," Melinda said. "It's all thanks to all of you."

"No need to thank us," Applejack smiled, confidently. "Helping others is what we do."

The two lovers smile, as Melinda rubs her hoof shyly across the ground.

"Would you like to join me?" Brudus asked.

"I'd love to," Melinda said.

They held each other's hands again, strolling toward a pavilion close by. The cupids drop flower petals to celebrate their engagement.

"Hey!" Vinyl calls out. "You going to the festival too?"

"We sure are!" Brudus calls back. "Everybody's going there."

"We wouldn't miss it for anything in the world," Melinda said. "Maybe we can hang together."

"That would be delightful!" Rarity said.

"It'll be fun!" Melinda said. "There'll be music, dancing, wine… You'll love it!"

"What's wine?" Pinkie sked.

"A drink made of the most delicious grapes in the world," Brudus answered.

"Mmm… Sounds yummy!" Pinkie said.

"I hear there's a god attending it?" Twilight asked.

"That's right," Brudus nods. "Bacchus, really great guy. He knows how to liven things up at parties."

"Does he?" Twilight said. "I know a pony who's good at making parties great too."

A certain pink pony turns with a smile, knowing who Twilight is talking about.

"I can't wait to meet this Bacchus guy! We're gonna party like there's no tomorrow! Oh, speaking of music, here's your flute back!"

Pinkie holds out the flute to the cupid it belongs to.

"You're a natural talent," The cupid replies. "Keep it, you need it more than I do."

Pinkie was totally surprised by the gift; so much, she shed tears of joy.

"Oh, thank you! I LOVE YOU SO MUCH!"

She hugged the cupid a bit tightly, the latter pats her head lightly with a smile. Meanwhile, Brudus and Melinda couldn't help but laugh and sat inside the pavilion, which Applejack knew what that means.

"Guess we better give them some privacy."

"Yeah, before they start smooching right away," Rainbow joked.

"Bye, Brudus!" Twilight said. "Bye, Melinda! See you at the festival!"

The centaur and centaurette wave them off, as they began to spend time together. The cupids close the curtains to give them all the privacy they deserve.

"Well, another problem solved," Spike said, proudly.

"We are an awesome team," Rainbow bragged.

"Come on, let's get ready for the festival," Twilight said.

The whole group walks away for final preparations. However, one cupid and, surprisingly, Rainbow Dash stayed behind touching the curtains. They looked around to make sure no one noticed them before turning their attention to each other.

"You know, doing something like this is very rude," The cupid points out.

"True," Rainbow nods. "But hey, everypony does it from time to time."

They open the curtains for a peek and it almost appears both their buttocks were shaped like a heart.


	12. Symphony No 6 Op 68: Festival & Storm

**Symphony of Sorcery**  
**Fields**

After successfully making the centaurs and centaurettes fall in love with each other, our heroes were set for the main event: The Wine Festival. They've learned that the festival serves as tribute to Bacchus, the god of wine and parties, and is considered to be the biggest celebration ever. Everyone would be there, and the Equestrians were planning to miss it either. For helping the cupids, they even gained a special title.

"I can't believe they declared us 'honorary cupids'," Octavia said.

"Neither do I," Spike agreed.

"There was no need for that," Rainbow said, plainly. "We just help centaurs fall in love with each other. No biggie."

"This is a big honor, Rainbow Dash," Twilight points out.

"Agreed," Jiminy replied, sitting atop Fluttershy. "Now we can enjoy the festival."

"I'm so excited!" Pinkie said. "Who's excited?! I've never been so excited! You know what I'm most excited about? Meeting Bacchus!"

"From what I heard, he sounds like quite the party animal," Spike said.

"Well, logically he _is_ the god of parties," Jiminy points out.

"Fair point," Spike nods.

"Should we wear something chic?" Rarity asked.

"I don't think so," Jiminy shrugged.

"Why don't you ask them to be sure?" Vinyl asked.

Vinyl points to a group of fauns, centaurs and centaurettes passing by while carrying baskets, sacks and plates filled with grapes.

"Wouldn't hurt to ask," Rarity said, approaching a centaur. "Excuse me, sir."

"Yes, Miss Rarity?" The centaur replied.

"I was wondering if we have to wear something elegant for the festival," Rarity said.

"Usually, there's no need for that," The centaur said. "But you can if you want to."

Applejack joins alongside Rarity, wrapping an arm around her.

"Ah think we don't need to wear fancy dresses this time," She replied, much to the fashionista's disappointment.

The cowgirl pony noticed some of the fauns struggled with the sacks and baskets with grapes. The centaurs had no trouble since they're big and strong, so Applejack approached.

"Need any help, sugar cubes?"

"Oh, there's no need, miss," One faun said. "It's very nice of you, but we can handle it."

"Are ya sure?" Applejack asked. "Cause it don't look like it."

The faun thought for a few minutes and nodded.

"Maybe we could use some help, after all."

"Ah thought as much," Applejack said. "Let me carry a few and you help the others."

"Okay, sounds fair."

The faun puts down the sack, as Applejack grabs it with her teeth.

"I gotta warn you, miss, these sacks are very..."

Before the faun could finish, Applejack threw the sack on her back, carrying it like it was nothing.

"... Heavy."

Both the fauns and centaurs couldn't help but stare at the Earth pony's amazing strength holding not one, but _three_ sacks/baskets filled with grapes, one atop the other, on her back. She trots ahead without feeling the slightest bit of exhaustion while the other creatures stood speechless.

"She makes it look so easy," One faun said.

"I know," Spike nodded. "That surprised me too."

"Come on, ya'll!" Applejack calls out. "Don't wanna be late for the party!"

"Maybe we can help too," Twilight advised.

"That's very sweet of you," Another faun said, pointing behind. "There's still a few more sacks and baskets over there."

"Okay, each of us can carry one, because neither of us has Applejack's strength," Twilight instructs.

"I could carry two," Rainbow bragged. "Maybe three."

"Didn't you and Rarity carry a giant boulder once?" Spike asked Twilight.

"Yes, and we both ended up with backache the next day," Twilight said.

The little dragon nods understandingly, as the Equestrians each took a sack or basket, carrying them on their back and following the creatures. Rainbow took two, while the fauns help each other with carrying, even Spike helped out. They all travel through the forest and end up in a glade where a big tub stood. Wine emerged through a wooden pipe, creating a small stream on the ground.

The centaurs, centaurettes and fauns walk merrily toward the tub to empty the baskets and sacks, filling it with grapes. Sometimes they even dance joyfully while preparing the festival. Some fauns sat on the back of the horse part of the centaurs while playing their flutes.

"Boy howdy," Applejack said. "They're more excited for this festival than a bunch o' chickens at feeding time!"

"No doubt it'll be one heck of a party," Vinyl said. "I can play some of my beats to make it greater.

Twilight chuckles and places a hoof on the DJ's shoulder.

"No offense, but I don't think the inhabitants are quite ready for dubstep."

"Hmm... Alright," Vinyl said, without arguing.

"You can drop the grapes in the tub," One faun said.

The Equestrians approach the tub and empty all the baskets and sacks. Peering toward the bottom, they see a few fauns stomping the grapes with their hooves while playing their flutes. Applejack admires the sight.

"Hey, mind if ah lend a hoof?"

"Sure, if you want to," One faun said. "Come on in!"

The farm pony jumps inside the tub, stomping on the grapes.

"You know how to stomp grapes?" Another faun asked.

"Sure! Mah little sister and I sometimes do it to make grape juice. Especially during the Sisterhooves Social."

"What's that?"

"It's an annual event where ponies team with their sisters to compete against others in various contests."

"That's sweet!" The previous faun said.

"Now as Granny Smith would say, 'Move your caboose!'" Applejack said.

Soon, they all begin to stomp the grapes. One faun fell in the grapes and when he came up again, he blows wine through his flute. The others couldn't help but laugh. It was then our heroes saw the other guests appear from the forest and the sky. Many they recognized from earlier: Paris and the unicorns, Tim and a few other fauns, even Helen and her Pegasus family. They were happy to see their Equestrian friends, who went up to say 'hello'.

Pinkie Pie, on the other hoof, was distracted by the wine coming out the pipe.

_Uh oh..._

"Ooh, that looks juicy!" Pinkie admired.

"Wanna be the first to taste it?" One faun said. "Should be good by now."

"Don't mind if I do!"

The faun fills a cup with wine and gave it to her. She takes a small sip, smacking her lips for a better taste.

"Mmm... A bit sour, but still fruity," Pinkie said. "I love it!"

"The grapes have some acid in them," The faun explains. "But I'm glad you like it."

"Well, I am a Tutti-Frutti girl myself!"

"Enjoy, there's enough for everyone!"

The faun walks away while Pinkie drank the cup empty, filling it up to the brim this time. During which time, the other Equestrians spent some time with their new friends.

"Paris!" Twilight called out.

Twilight ran towards him and gave him a hug. The unicorn couldn't help but blush.

"Gee Twilight, it's not every day I get a hug from a princess."

"Fluttershy, dear," Helen greeted, with a loving smile. "So nice to see you and your friends again."

"Hello, Helen!" Fluttershy said.

Both used their heads to give each other a hug. The Pegasus foals surround both Fluttershy and Rainbow Dash, wagging their tails like puppies.

"Hiya, squirt!" Rainbow said to Peter, rubbing his head. "How's your flying?"

"It's going great!" Peter said. "Dad even taught me a few more tricks. I want to thank you again, Miss Dash."

"Just call me 'Rainbow', kid. Everypony does."

"Are you planning to do the Sonic Rainboom you talked about?" Anjelica asked.

"You bet I will," Rainbow nodded. "But let's enjoy the party first, alright?"

The foals nod understandingly. It was then another faun approached our heroes, holding a tray with cups of wine.

"Would you like to have some wine, miladies?" He asked.

"Oh, thank you!" Twilight said.

She lifts one with her magic, as the others grab one for each other. Then they clink their glasses together.

"To finding all the sheet music!" Twilight said.

"And making awesome memories!" Rainbow added.

They all smile in agreement and they all took a sip of the strange drink.

"Say, this is not bad," Twilight said.

"Are you kidding?" Rainbow said, taking another sip. "This is delicious!"

"It does taste good," Applejack agreed.

"Hmm... A little sour, but still fine," Rarity said.

"Just don't drink too much," The faun warned "Or you'll end up..."

"WOOOOOOOOOHOOOOOOOOOO!"

Before the faun could finish, a loud shout made everypony jump in surprise and turned. Pinkie Pie strolled toward them in a wobbly fashion, holding her cupful of wine while sometimes taking a sip or two.

"I hope you've got sugar in ya *HIC* because I certainly feel *HIC* sugary!"

"... Like that," The faun finished.

"Pinkie?" Twilight approached, worried. "Are you okay?"

"Okay?!" The pink pony said. "Of course, I'm o*HIC*kay! Never felt better in my life!"

Pinkie accidentally bumps into Rarity and looks at her in a relaxed way. While Rarity looked a slight uncomfortable.

"Wow, Spike's right," Pinkie smiled. "Your eyes do sparkle when you look at them up close. Yep, *HIC* she's a keeper buddy *HIC* boy! Whoo!"

This was quite embarrassing for the little dragon. Spike blushed very hard, his cheeks turning, in Rarity's words, the most delightful shade of red.

"I think somepony's had a little too much wine," Vinyl remarks.

"A little?" Octavia asked, raising an eyebrow. "Look at her! She's completely out of this world."

"Hey!" Pinkie calls another faun serving wine to the guests. "Can I have two more *HIC* rides on the *HIC* rollercoaster, please?"

"I think you should take it easy," Twilight said, trying to calm Pinkie down. "You're quite drunk."

"Take it easy? HA! In your *HIC* dreams!" Pinkie said. "After a few drinks, I'm tots *HIC* totally gonna give *HIC* Bungus *HIC* the time of his la *HIC* life!"

"You mean 'Bacchus'?" Jiminy asked, raising an eyebrow.

"Yeah, yeah. Totally what I *HIC* mean."

"How much is a few?" Twilight asked, raising an eyebrow.

"Uh... Hmm, let's *HIC* see? One *HIC*, dos *HIC*, trois..."

"Nineteen," One faun said.

"WHAT?!" Twilight yelled, wide eyes.

"Nineteen full cups, all the way to the brim. I saw the whole thing!"

"Pinkie, are you insane?!" Jiminy said. "It's dangerous to drink that much wine!"

"Ya should see how much apple cider she drinks," Applejack said.

"Good thing you can't get drunk from that," Jiminy said.

"Well..." Applejack grinned, sheepishly.

"Oh brother!" Jiminy slaps his head.

"Pfft! You're all actin' *HIC* acting like I'll gonna *HIC* do something *HIC* looney!" Pinkie slurred her words again.

"I wouldn't be surprised," Octavia said.

_She remembered the night of our heroes' first Grand Galloping Gala. THAT was a disaster._

"Relaa*HIC*aax, Tavi-Wavi! The only stoop *HIC* stupid thing I would *HIC* wouldn't do is *HIC* roll in poses *HIC* roses!"

"Rolling in roses?" Twilight asked. "Why would you-"

But Twilight stopped and shook her head remembering just how drunk Pinkie is.

"Just try to be careful, okay?"

"Careful is my middle name, Twinkie *HIC* Twilight. No wait! Actually, it's *HIC* Diane. Or, is it *HIC* Walter? Or *HIC* Pumpkin?"

It got so bad Pinkie belched that last word, while walking toward a few centaurs and centaurettes, talking to herself in trying to remember her middle name.

"And don't drink too much!" Jiminy shouts, before facing his friends. "We better keep an eye on her just in case.

"Agreed," Twilight nodded. "She can be a little... Unpredictable at times."

"We'll keep a watch on her too," One faun said. "Bacchus is known to do silly things too."

"And he's drunk _all_ the time!" Another faun said, following his companion.

"Guess this festival will be somethin' alright," Applejack said.

Rainbow took another sip of wine until someone tugged her tail. She immediately turns around and sees the five Pegasus foals looking up to her.

"Excuse me, Rainbow," Eugene asked. "I know you said you'd show the Rainboom after the festival, but do you suppose you could show some new flight tricks?"

The blue Pegasus couldn't help but smile, seeing an opportunity to show the foals and all the inhabitants how awesome she truly is.

"Sure, I'd be glad to! Hey Spike, watch my cup till I'm back, alright?"

"Uh... Sure?" Spike said, taking Rainbow's wine cup.

"I gotta warn you kids, the stunts I'm going to do will totally blow your mind!" Rainbow explained. "Like the 'super speed strut' and the 'fantastic filly flash'. But wait till you see the 'buccaneer blaze'!"

All the foals listened with excitement, as they took to the air while the other Equestrians stay on the ground. They chat with the other creatures or play with them regardless if their adult or a child. During which time, Pinkie, who didn't listen to Jiminy's warning, drank a few more cups of wine while talking to a centaur and his mate. Her drunkenness got the better of her.

"Okay, *HIC* so Octavia and Vinyl came along with us because *HIC* Tavi over there is searching for inspire *HIC* inspiration for a concert *HIC* back home."

"Sounds fun," The centaur answers, casually.

"Yeah, we're besties. *HIC* Usually, there's seven of 'em *HIC, I'm sorry 'eight' *HIC* okay fine *HIC* 'nine'. It's the 'mane' ones you need to worry about *HIC*: Twilight, Dashie, cowgirl Dashie, Miss Dramaqueen, Lizard Boy, the one who talks quietly, and the party freak!"

Pinkie named her friends by pointing her hoof multiple times, before placing an arm around the centaur. She points at him with a crazy look on her face.

"Oh... How I loathe her! HA-HA-HA!"

Now it maybe the wine talking, but that glare she gave the centaur made him very uncomfortable. Suddenly, she felt dizzy and fainted on the ground.

"Tsk, tsk, tsk," The centaur shook his head. "Shouldn't have drunk so much wine."

"Will she be okay?" A blonde centaurette asked.

"As long as she stops drinking and sleep on the floor the rest of the day," The centaur replied. "We'll be fine. Want a dance?"

"Gladly," The blonde centaurette said, as they walked off together.

Meanwhile, Twilight and Fluttershy conversed with Helen.

"Your princesses sound very nice," Helen compliments.

"Oh yes, you'd totally get along with them," Twilight said.

"Maybe you and your family can visit Equestria someday," Fluttershy said. "You and the other inhabitants would be more than welcome."

_Whoa now take it easy. My request list is big enough as it is._

"I'd love that, dear," Helen replied. "But, if you don't mind me asking, how do you get there?"

"Through a portal summoned by the magic storybook," Twilight explained. "It usually appears when we start or finish the story. I'm still trying to figure out how it works."

"So, if you collect all the sheet music, you're going back home?"

"Yes, but we promise to still visit you. Or... You can visit _us_ like Fluttershy suggested. We've made so many new friends and we'd love to see them all again."

Helen couldn't help but smile until she heard some explosion in the air, she and the ponies look up and were nearly blinded by light. They could hear the Pegasus foals cheer with joy for Rainbow Dash.

"What was that?" Helen asked.

"That must be Rainbow's Buccaneer Blaze," Twilight said. "Apparently, it's an amazing stunt. Too bad we were too late to see it."

Suddenly, the sounds of trumpets bellowed from the forest and Spike came straight toward them.

"Guys, he's coming!" He yelled, excitedly. "Bacchus is coming this way!"

Helen, Twilight, Fluttershy and soon everyone else turns around and see fauns and centaurs frolic out the woods. Two fauns played the trumpet, while two centaurettes held baskets with flower petals, spreading them around. Some centaurs carried more baskets with grapes.

Rainbow and the Pegasus foals flew down to the ground to watch the parade. It didn't take long for the other equines to join the rest as well along with Paris, Tim, Hector, Brudus and Melinda.

"Ah, the life of the party has arrived!" Brudus declared.

"This is it, everypony," Jiminy said, sitting atop of Fluttershy's head. "We're about to meet a god."

"Alright!" Vinyl smiled.

"Now I'm just as excited as you, Pinkie," Rainbow said, but couldn't find her friend. "Hey, where's Pinkie?"

"Taking a nap," Tim answered. "She drunk a few more glasses and passed out."

"Urgh, Pinkie!" Twilight face-hoofed herself. "I just hope she wakes up soon or she'll miss the whole party."

"Technically, she can't wake up that quick after drinking so much wine," Jiminy stated.

"You don't know Pinkie Pie," Applejack said. "You can expect everything from her."

A small black centaurette, similar to Sunflower, appears from the forest too and made a special announcement.

"Ladies and gentlemen! Mares and stallions! Please give a warm welcome to the one and only god of wine. The master of merriment: Bacchus!"

Everybody, including our heroes, cheer and clap their hands and hooves. And then came _him_. He was an obese man dressed in a white robe and red cape. He wore a holly crown with purple grapes and no shoes on his feet. He was assisted by two black-skinned centaurettes with the lower body of a zebra. One carried a big fan to cool the god off and the other carried a jug of wine. Four cupids carry a green canopy decorated with purple grapes above Bacchus for shade. One of the strangest things the Equestrians saw was that the god rode a donkey. But not like any donkey they've seen.

"Is that... A donkey with a horn?" Twilight asked, raising an eyebrow.

"The correct term is _Mulicorn_," Tim replied. "He's called Jacchus."

"I've seen many ponies and creatures in my life," Fluttershy said. "But I've never heard of a mulicorn before."

"I wonder what Zecora would think if she sees _those_ two centaurettes," Spike wondered.

Like one faun said, Bacchus is very drunk. So drunk, he lost his balance and almost fell off his mulicorn. Four fauns had to push him back up while he kept drinking wine from his cup.

_How the horned donkey could carry the heavy god is a miracle and a mystery._

The centaurette with the jug refilled the god's cup every time while he laughed and giggled. The little centaurette saw it and couldn't help but shake her head until someone called her name.

"Otika! Over here!"

It was Sunflower waving to her. The centaurette named Otika smiles and ran toward her for a hug.

"Sunflower, how nice to see you again. How do you do?"

"I'm doing great!" Sunflower said, introducing her boyfriend. "I've finally met somebody."

"That's amazing, Sunflower!" Otika said, happy and surprised of her friend.

"It's all thanks to my friends," Sunflower said, addressing the Equestrians waving to them. "Including some new ones."

"Oh, hello! I've never seen any of you here before."

"They're from another world," Sunflower explained. "They've been helping the others too."

"Other world, huh?" Otika said. "That's neat!"

The Equestrians smile at the compliment and look toward the drunk god again, as he poured some wine into Jacchus' mouth. The mulicorn licks his lips, hiccups, brayed in excitement and flaps his ears joyfully. Bacchus almost fell again, but the fauns made sure that didn't happen. Both the silly god and the mulicorn were very drunk, Bacchus himself had to adjust his crown and jiggled his chubby cheeks. Some of the creatures couldn't help but laugh.

"Boy, the people sure love him," Jiminy replied.

"He is something," Twilight nodded.

"Not the most handsome I've seen," Rarity said. "But he is very funny."

"He's a real party animal alright," Otika said, worried. "Sometimes I don't know what to do when he's drunk."

"You're doing a good job, Otika," Sunflower said, cheering her up. "After all, you're his most faithful servant."

"That's true."

Meanwhile, the four fauns struggle to get Bacchus off his pet. One of them slips and the god fell with his whole weight on top of them. He was too drunk to know what happened, looking around and gave a shrug while taking another sip of wine. The inhabitants couldn't help but laugh.

"Otika, a little help please?" One faun gasped, underneath Bacchus.

"Please excuse me, I've gotta take care of something," The little centaurette said. "I'll see you for the rest of the party."

"Do you need some assistance?" Twilight asked.

"That's very nice of you to ask," Otika said. "But I can handle it. Enjoy the party."

They watch Otika take off to help Bacchus and the other foals.

"Poor Otika," Sunflower said. "She really needs a break from time to time."

"You mean she never rests?" Fluttershy asked.

"Oh, she does. She just takes her job very seriously and she's so worried about Bacchus' drinking so much that he'll do something dangerous... Or stupid."

"Guess she's not the only being who gets stressed about things, huh Twilight?" Rainbow nudged her.

Twilight sheepishly smiled but didn't deny it this time.

"Well, if she's in need of help," Twilight offers. "Either she or you can let us know."

"That's very sweet of you, guys," Sunflower smiled.

Suddenly, one centaur couple approaches the Equestrians.

"Hey, we're about to dance," The centaurette said. "Wanna join?"

"I'd love to," Twilight smiled.

_Need I remind everyone she loves to dance._

"I'm definitely in the mood to party," Vinyl said.

The others agreed and, with the other centaur couples, approached the dancing grounds. While this happened, a faun woke up Pinkie Pie. She was still a bit drunk, but otherwise she's fine.

"Uh, what happened?" Pinkie asked. "And why does my head hurt?"

"You drank a little too much wine and passed out," The faun explained. "I'm surprised you woke up so quick."

Pinkie began to think then gasped loudly.

"Did I miss the party?!" She asked, bringing the faun's face close to her.

"Nope, it just started, and Bacchus arrived."

The pink pony gasps again with a smile, as stars appear in her eyes.

"Bacchus is here?! Why didn't you tell me earlier?"

"Well... Now you know?" The faun said, without blinking.

"I better hurry up!" Pinkie said. "I promised I'd turn this party into a _paaartay_! But first..."

Pinkie found another cup of wine and drank it in one gulp.

"Whoa, whoa, whoa!" The faun cried, waving his arms. "You just woke up and you're drinking?! You better stop or you'll be as drunk as Bacchus."

When Pinkie finished her drink, she threw the cup away and acts with a bit of a slurred tone again.

"That makes it even bat *HIC* better. You know what they *HIC* say: Birds of a feather should *HIC* together! Hee-hee!"

Pinkie ran wobbly towards her friends. The faun watches her for a few minutes, then shrugged and walked away. During which time, Otika busily helped Bacchus off the fauns.

"I'd like to have another *HIC* ride on the clouds, please!" The wine god yelled.

"Maybe a little later, sir," Otika said, pushing him up. "You need to go to your throne first."

The fauns managed to get up and help the centaurette with Bacchus.

"Oh, goodie-goodie!" Bacchus claps his hands, merrily. "Then I can announce to everyone and have more *HIC* wine."

"Come on, guys!" One faun said, struggling. "Put your back into it!"

"I think mine's broken!" Another faun said.

It was then the mulicorn decides to help. He looks at his horn, which gave him an idea. He gives his master a light stab, causing him to yelp in surprise and stand on his two feet instantly.

"Thanks, Jacchus!" Otika said.

She then walks up some stairs, rolling out a long red carpet leading to a small throne. Behind it were two small trees with grapes and two huge barrels with Bacchus' name above it. Two fauns lead the god to the throne while playing their trumpets. Three others pull him by his robe and Jacchus pushes him from behind without hurting him with his horn. The master of merriment kept drinking, oblivious to what's going on. After Otika clears the dust off the throne and walks behind it, the mulicorn gives one hard push causing the fauns to fall on the ground. Bacchus didn't fall but instead stood on one leg, his eyes closed and a smile on his face. Suddenly, he falls toward his throne, the fauns quickly pull him by the robe to prevent him from falling backward. Otika pushes him, but it causes him to spin around his throne and fall from the stairs. The fauns and mulicorn couldn't help but watch as the wine god crashed against a tree, destroying the throne in the process. Even Otika covered her mouth with her hands in shock. Yet, the god cheered, laughed and drank from his wine while sitting on the ground.

_It's a complete surprise not a single drop spilled from that cup during the fall._

_(Pause at 1:33)_

While he cheers, the centaurs began to dance. Our heroes haven't started since they saw the god fall and bump. They approach him to check if he's alright.

"Are you okay, Mr. Bacchus?" Applejack asked.

"Oh, better than okay," Bacchus said, taking another sip. "There's music, dancing and, best of all, lots of wine!"

"Yup, definitely the kind of guy Pinkie would hang out with," Rainbow states, bluntly.

Bacchus faces the Equestrians in an observing yet relaxed way.

"You look really adorable, you know that? Cause if I were *HIC* wasn't so drunk, I'd say I've seen any of ya *HIC* you before. Coochy-coo!"

The god pinched Fluttershy's cheek, making her blush while she rubbed it.

"Uh yeah, anyways I'm Twilight Sparkle," Twilight introduced. "My friends and I are residents from Equestria."

"Ecu-westria?" Bacchus slurs his words.

"Uh, no... Just 'Equestria'," Twilight articulates.

"Don't ring any *HIC* bells," Bacchus shrugs, smiling. "But sounds like a fun place!"

Suddenly, Pinkie appears out of nowhere before the god of wine.

"That's because it _is_ a fun place..." Pinkie smiled, with a squee. "As long as there aren't villains trying to take over the *HIC* world. I'm Pinkie Pie and I've waited forever to meet you!"

"How could you wait forever?" Rainbow asked. "You only knew about Bacchus today."

"Oh, Dashie-Dashie-Dashie," Pinkie said, booping her muzzle. "You still have lots to know about *HIC* me. Heh-heh!"

The Pegasus rubs her muzzle with a raised eyebrow, as if saying 'What the hay?!'.

"I like her," Bacchus smiled.

"There's lot more you'll like!" Pinkie yelled, pulling the wine god with her. "Come on, you drunk teddy bear! Let's dance!"

The other Equestrians couldn't help but watch as their friend danced wildly with the god along with all the centaurs and centaurettes."

"That wine really did a number on her," Rainbow said. "She's acting more random than usual."

"Yes, but look how happy she is to meet Bacchus and enjoying the party with him," Twilight said, watching. "Let's just enjoy it as well. Come on, everypony! Time to hit the dance floor!"

_(Continue music)_

All the Equestrians danced with the group. The centaurs sometimes switched partners, as did the group. The girls dance with the centaurs, even Spike dances with the black-haired centaurette who hugged him when they met. Eventually Spike got to dance with Rarity the first chance he had. The biggest party animals were Bacchus, Pinkie, Vinyl and Twilight.

_Yes, Twilight Sparkle, dancing like the crazy pony she was at Fancy Pants' Garden Party and the Fall Formal at Canterlot High._

Many of the centaurs and centaurettes watch her with awkward expressions, some of them laugh, but she didn't mind. After all, she loves to dance, no matter what others think. Surprisingly, some of the guests actually enjoy it.

"Alright!" Bacchus cries. "That lady's got the moves!"

The God of Wine ran beside her and danced along in the same manner.

Meanwhile, Pinkie danced with several centaurs while Bacchus dances with some of the ponies and several centaurettes. Even Jacchus joined the party, hopping merrily around his master. Rainbow was doing a moonwalk, impressing the other dancers.

"Yeehaw!" Applejack yelled, excited. "You show 'em, RD!"

Bacchus dances with another centaurette, while Pinkie danced with a centaur. Both centaurs made their partners spin around, causing them to bump each other while they spun about. Suddenly, they stop and look at all the creatures and the Equestrians bowing before the god himself.

"All hail Bacchus!" One centaur said, as everyone cheers.

Bacchus himself bows before his guests, while holding his cup of wine, causing his cape to fall forward.

_(Pause at 2:14)_

"Yeah! Uh-huh! That's right!" Pinkie cheers. "You're the *HIC* god! You're the *HIC* god! WOO-HOO!"

Pinkie fires her party cannon into the air, dropping confetti on everyone.

"Thank you, thank *HIC* you!" Bacchus said, bowing. "But you should also give a round of applause for Pinkie Pie: The *HIC* goddess of parties."

This surprised the pinkie mare completely, while everyone, even her friends, cheer.

"Me? A goddess?"

"You betcha, little *HIC* grape," Bacchus said, offering his cup of wine. "You totally deserve a title; have a drink."

"Thanks, Bacchus," Pinkie smiled, accepting the cup.

Pinkie drank from the cup, making her more drunk than before.

"WHOO! Keep 'em *HIC* coming, ladies!" The party mare shouts, making everyone cheer.

"More wine, please!" Bacchus said.

His zebra centaurettes hand him another cupful of wine, even refilling Pinkie's. All her friends can do is watch, shaking their heads.

"Unbelievable," Twilight frowns. "I tell Pinkie not to drink and she still does it."

"What's more unbelievable is Pinkie's the one praised as a goddess," Rarity pouts. "I wish it was me."

Applejack rolls her eyes with a smile, reminded of the day they saved the Crystal Empire from Sombra and her desire for her crystal fur to be permanent.

"But... Good things are better when they're a _rarity_," She reminded, with a wink.

"Aww, Applejack," Rarity laughs. "You flatter me so."

"Pinkie probably loves wine so much, she's become addicted," Jiminy points out.

"You probably won't agree if I fill another cup for myself, do you Twi?" Rainbow asked.

"As long as you don't get as drunk as Pinkie, it's fine," Twilight assured.

"No sweat," Rainbow said. "I'll be careful."

Rainbow flies off toward the big tub, while Pinkie and Bacchus held each other by the shoulder while bowing.

"Thank you," They both said. "Thank you."

_(Continue music)_

Suddenly, a black-haired centaurette, hiding behind a stone pillar, smiles and softly waves at Bacchus. The wine god noticed while he took the cape away from his eyes and smiled. The centaurette walks away with a veil in her hands, seducing him in a playful manner. It totally worked, as the god smiles with an open mouth and ran towards her.

"Excuuuuuse me!" He said to Pinkie.

Bacchus ran passed the Equestrians until he suddenly lost his balance and falls on the ground. He stood up in a sitting position, his holly crown covering his eyes like a blindfold.

"He must be quite a ladies man," Jiminy remarked.

"Like yourself?" Applejack teased, with a smirk.

Jiminy's cheeks blushed as he rubbed his neck.

"Well, uh, I..."

"Just messin' with ya, sugar cube."

Applejack gives Jiminy a tiny playful nudge with her hoof, making him smile.

Pinkie looks at Bacchus and the centaurette, as it gave her an idea. She whispers something in another centaurette's ear, making her smile and nod in agreement. The centaurette whispers to another centaurette, who also agreed, thus spreading Pinkie's idea. Many centaurettes ran past the equines toward the blindfolded god with Pinkie following.

"Come on, girls!" Pinkie calls out. "Wanna do something *HIC* fun?"

"What is it?" Twilight asked.

"Well, Bacchus is *HIC* blindfolded, so I'm thinking to let him try to catch and *HIC* kiss us while we run away!"

The equines cringed a little, even Spike was nervous of being kissed by a guy.

"I know what you're all thinking," Pinkie smiled. "But I promise it's all in good *HIC* fun!"

"It doesn't include me, does it?" Spike asked. "I'm not that kind of dragon."

"Even better!" Pinkie said, her face close to Spike's uncomfortably.

The pink pony stuck a hoof inside her mane, pulls out a red cloth and covers Spike's eyes with it.

"There! Now you and Bacchus will be blindfolded, just *HIC* try and catch us!"

"Hmm... Well, that sounds more like it!" The little dragon smiled.

"Maybe I'll join in as well," Jiminy offers, putting a blindfold over his eyes.

As he does so, Pinkie lifts the cricket and places him on Spike's shoulder.

"Best to ride along Spike; don't want anypony to step on you."

"Oh, definitely don't want that," Jiminy replied.

Then the pink mare spun Spike around, while Jiminy hung on, until she stops them so the dragon, with the cricket on his shoulder, can walk on his own.

"Remember: No peeking," Pinkie said, as she and the mares ran. "Come on, everypony!"

The centaurettes prance around the wine god while dropping flowers over him. The god was drinking more wine before spilling a lot on himself while the ponies approach.

"Oh, Bacchus!" Pinkie teased in a sing-song tone. "Catch me if you can!"

The blindfolded god smiles, raising himself from the ground and tries to follow the source of Pinkie's voice puckering his lips.

"Don't forget me!" Rarity played along, causing the god to follow her.

"Over here!" Vinyl yelled.

"This way!" Octavia said.

"No, here!" A blond centaurette said.

Bacchus walks around like a fool listening to the various voices. He then runs over a small stream of wine towards a green-colored centaurette, who dodged before he could catch and kiss her. Suddenly, a red-haired centaurette with a black tail gives the god a playful shove towards Applejack. Bacchus tries to catch her, but she dodged and shoved him into another direction.

"Better luck next time, partner," She replies.

During this time, Spike and Jiminy did the exact same thing as Bacchus. Unfortunately, it's a _little_ bit difficult for them.

"How can I walk if I can't see?" Spike said, finding his way. "I'll probably hit something hard or fall in a hole."

"Just follow your senses," Jiminy instructs. "Use your ears to follow the voices."

"Over here, little dragon," A black-haired centaurette called, in a sing-song tone.

"There, follow her voice!" Jiminy said.

Spike walks in the direction of the centaurette, who ran away.

"This way!" Another called, so Spike goes there.

"No, here!" Another said.

Spike couldn't decide where to go because of the many voices.

"So many voices, Jiminy," Spike said, feeling unsure. "I don't know where to go."

"Oh, Spiiiiike! Over here!"

Spike knew that angelic voice anywhere, from the first moment he heard her. Rarity's voice stuck in his head and refusing to leave. He never wanted it to leave, not in his lifetime, like a warm blanket providing comfort and rest.

"I know who that is alright," Spike said. "Even when I'm blind, I would know."

Spike follows the voice of the mare he loved more than life itself.

"I wouldn't run that fast if I were you, sonny," Jiminy advised, holding on.

But Spike kept running until he bumps against a tree and falls on the ground, along with Jiminy.

"Ow..." The dragon groaned.

Jiminy removed his blindfold, looking at Spike in shock and hops on him.

"Spike? Spike, wake up little buddy!"

Rarity gasps on sight, rushing toward him. A few centaurettes noticed and follow the white mare. Rarity lifts his head for a better look.

"I think he's unconscious," Jiminy said.

The centaurettes gasp, while Rarity was concerned.

"Spike? Oh, please be okay."

"Rarity?" The dragon slowly whispers.

"Thank goodness," The unicorn sighs, smiling. "You're okay."

"Rarity?" He whispers again, without opening his eyes.

"Yes, Spike?" Rarity asked.

"Closer..."

Rarity brought her face a slight closer to Spike.

"Closer..."

Rarity went closer still until the dragon gave a small peck on the lips. It totally surprised the mare causing her to cover her muzzle with her hoof and blush, as Spike grins with an open eye.

"Gotcha," Spike said.

The centaurettes giggle, but Rarity felt upset.

"Spike! I thought you were hurt!"

"It does hurt on the nose, but otherwise I'm fine," Spike said. "It did give me another opportunity to kiss you before I caught you."

"Oh, you sly fox," Jiminy smiled, with an accusing finger.

The centaurettes still giggle, while Rarity was upset because she thought Spike injured himself just for that. However, she couldn't stay mad at him and had to admit it was a clever move. She knelt down and caressed Spike's head, rubbing his green spikes back and forth.

"Well, I suppose I can forgive you," She said. "But next time... Don't scare me like that, okay?"

"Okay," Spike smiled.

"Now let's get you back on your feet. But no cheating this time."

"Alright, alright."

Spike raised himself from the ground, with Jiminy hopping onto his shoulder covering his own eyes with his blindfold again.

Apart from that, the game went on, as a brown-colored centaurette passed by and Bacchus caught her by the tail. But the centaurette walks around the god, spinning him around toward the Equestrians.

"Watch out, everypony!" Twilight shouts.

Twilight steps out of the way, as the others allow the god to pass. Two fauns and Jacchus see him coming toward them, screaming and running away. During the moment, Rainbow returns with a full cup of wine. She drank half of it and smacks her lips.

"Aaaah, this stuff's just as good as apple *HIC* cider. Only stronger."

She wasn't paying attention to the wine god, who spun in her direction. By the time she sees him, it was too late. The god bumps into her, catching her in the process as they spun around the ground until they stopped. Rainbow looks at him in surprise. Bacchus may not see who it was, but he smiles without a care and kissed the blue mare straight on the lips, as her eyes went wide. Everybody watches and laughs, as Rainbow struggles against the god's grip on her.

"Aww, isn't that cute?!" Pinkie said.

The pink pony pulls out a camera from her mane, aiming at Bacchus and Rainbow as the kiss is still locked.

"Watch the *HIC* birdy!"

"NOOOOOOOOOO!" Rainbow yelled mid-kiss.

SNAP! Pinkie clicks the camera, takes out the picture and waves it around looking at it.

"You know, I always hoped you would *HIC* kiss Grumpy," Pinkie teased. "But this is even better."

After a few attempts, Rainbow breaks away from the kiss, spitting in disgust. Bacchus still held on, nuzzling his cheek against her. Rainbow's face said it all: Angry, embarrassed and humiliated.

"Pinkie Pie, if you dare tell or show that picture to the Wonderbolts or anypony else, you'll know how it feels to spend an entire month in a hospital bed!" The blue mare threatens.

"Easy, easy, RD," Applejack said. "We ain't tellin' nopony or showing that picture. Right, Pinkie?"

"Well... I was *HIC* thinking Spit *HIC* Spitfire or Borin' *HIC* Soarin'," Pinkie slurs her words. "Maybe your parents..."

"PINKIE!" Rainbow shouts, begging. "I'll be a laughing-stock for all eternity!"

"I'm kidding, I won't show it to anypony..." Pinkie said, smiled. "But we're still making fun of you! _Dashie and Bacchus..._"

"_... Sitting in a tree,_" Applejack joins in, singing together.

"_K.I.S.S.I.N.G.!_  
_First comes love_  
_Then comes marriage_  
_Then comes baby_  
_In a baby carriage!_"

"Second verse, same as the first!" Pinkie shouts.

While they sing and laugh, an angry Rainbow, with all her strength, finally frees herself from Bacchus' grip. The god tries to reach for her while he sat. Rainbow, completely disgusted, looks around and sees his mulicorn Jacchus. She quickly grabs him and hands him to the party god. When he felt Jacchus, he thought it was a girl and kisses the mulicorn's muzzle. But unlike Rainbow, being as drunk as his master, Jacchus didn't mind as he flaps his ears and nuzzles his cheek. Everybody laughs some more while Rainbow quickly flew away, clutching her muzzle as if about to barf.

"Joke's on you, Dashie," Pinkie yelled. "See how you like being kissed by someone other than me!"

"Oh, I am so glad I'm not in her shoes," Rarity said, amused.

"Real mature, teasing Rainbow like that," Twilight giggled. "But... It was still funny."

"Are you really keeping the picture?" Fluttershy asked.

"Of course, silly!" Pinkie said. "This is great for my new *HIC* scrapbook."

"New scrapbook?" Twilight asked, raising an eyebrow.

"Yeah look!" Pinkie pulls a scrapbook from nowhere. "It contains pictures of all our visits through Disney."

Without a doubt, the title read 'Disney World Adventures' with stickers on the cover, including one with the Book's symbol in the center. Opening the book, Pinkie shows pictures of their previous adventures. For example: Snow White dancing with Dopey in a long coat and the picture where she caressed Fluttershy. Then, there was one of Pinocchio, Jiminy and the Blue Fairy and even the previous musical realms, including a selfie with Mickey. Somehow, she even managed to take photos of their battles with the villains.

"When did you have time to make this?" Twilight asked.

Pinkie looks straight at Twilight with a serious look.

"Twilight, visiting worlds with your buddies and making new friends is like spending time with family. You _always_ make the time."

There was an awkward pause between the two, till Pinkie smiles and sticks her new photo in the book. Suddenly, as she takes another look, the sunlight disappears.

"Can you not stand in the light please, Applejack?" Pinkie asked.

"I'm not doing anything," Applejack said, raising an eyebrow.

"Neither am I," Rarity said, looking up.

The centaurettes still laugh at Bacchus and Jacchus, but soon the laughter died as they look up when the light disappears.

_(Pause at 2:49)_

Huge dark clouds block out the sun, shrouding everything in darkness. Everyone knew dark clouds predict bad weather, like rain. But this was something different... _Very_ different.

"Storm clouds?" Twilight said.

At that moment, Rainbow came back. She wipes her mouth with her hoof, sometimes scratching her tongue.

"Yuck! I can still taste him."

"Rainbow!" Twilight said.

"What?"

"Did you do that?" Twilight points to the sky.

"Come on, Dashie," Pinkie whined. "It wasn't _that_ bad."

"Hello? I was too busy getting god germs outta my mouth to..." Rainbow complains, then looks up. "WHOA! Okay, I totally did not do _that_."

"I'm beginning to think Pegasi aren't responsible for that," Applejack said, worried.

"Helen told me the Pegasi in this world can't control the weather," Fluttershy said.

"So, clouds move on their own?" Twilight asked. "Like the Everfree Forest and other worlds?"

_(Continue music)_

The centaurettes run away, their hands over their heads. Bacchus, who readjusted his crown, was going to kiss Jacchus again. But when he opens his eyes, he was totally surprised to see who he kissed. Before he could say something, he felt a raindrop land on his head as they both look toward the sky.

Octavia and Vinyl, who spoke with some unicorns and fauns, felt the raindrops and look at the clouds above. Even Spike and Jiminy, who were blindfolded still, felt them, too.

"Hey, what gives?" Spike said, removing his blindfold. "Uh oh, looks like bad weather approaching."

Jiminy took off his blindfold, as they both look toward the sky.

"We better get to Twilight and the others and find shelter!"

Spike nods, as they both went on their way. More rain falls from the sky, while the centaurettes and centaurs begin to walk away. They cover their heads with lily pads, veils, anything they could use. The fauns, who were refilling the tub with more grapes, felt the rain and looked up, deciding to get away. The ponies notice the creatures run away; some look frightened.

"Why are you all running away?" Twilight asked. "I know rain is unpleasant, but it's not that bad."

"We're not so fond of what comes after it," A centaurette said.

"Thunder and lightning?" Twilight asked.

"Worse... It's the one who _creates_ them."

The frightened centaurette runs away, as that last sentence made Twilight and Fluttershy confused and worried.

"Twilight!" Spike yells, as he and Jiminy approach. "I think there's a storm coming."

"Whatever the centaurette meant with this," Twilight said, fearing what's coming. "It's bringing back bad memories."

"You mean the Storm King?" Spike asked. "That's ridiculous. If he were here, we'd see his airships by now and he doesn't even have that staff anymore."

"Or it could be something else," Jiminy said, in fear.

"What do you mean?" Rainbow asked.

During this time, Brudus and Melinda hid beneath a tree.

_Never a smart idea during a storm, but it'll do for their sake._

"Don't worry, Melinda," Brudus said, lovingly. "I'm with you."

There was even a unicorn mare letting three foals hide underneath her, as she braved the oncoming strong winds. The foals cuddled together in fear.

"Jiminy, what do you mean?" Twilight asked, eager to know. "What else could create a storm besides the Storm King and Mother Nature?"

Fluttershy looks up and screams.

"What is it, Fluttershy?" Rainbow asked.

Suddenly, Rainbow looks up and her eyes widen. Everypony looks up, staring in shock and fright. They couldn't believe what they saw, as the clouds were pushed aside by a giant figure.

"Y-Y-Ya'll seeing this too, r-right?" Applejack shuddered, fearfully.

Everypony slowly nods, their eyes focused on the big figure. In a flash of lightning and rumble of thunder, the figure reveals himself to be a huge blue muscular man with white hair and beard garbed in a blue robe with a single strap. He smiles deviously at all the inhabitants beneath him. As soon as the creatures saw him, they ran faster. The centaurs and centaurettes jump over a big hedge, one centaurette used a reed as a crop to hit her hind legs that didn't seem to work properly so she can jump over the hedge. The Equestrians were in total awe and fear, even Bacchus and Jacchus felt the same as if the former is sober for the first time.

"W-who is t-that?" Rarity asked, shivering fearfully.

"It's Zeus!" Jiminy said, pointing to the enormous god. "The King of the gods!"

"K-king?" Vinyl shivered.

"Swell, like the T-Rex wasn't enough!" Octavia moaned.

"Ooh, is he friendly?" Pinkie ask, shifting from fear to her usual self.

"It depends," The cricket replied.

"On what?" Applejack asked.

"Well, he's usually portrayed as good-natured and cares for humans. In some other versions, he's mischievous. But seeing him smile like _that_ can't be a good thing."

"So, you're saying in this world... He's evil?" Rainbow asked.

"Possibly," Jiminy said, hoping he's wrong.

The god king of the realm stroke his beard, keeping watch over the creatures. Seeing them run away gave him a devious idea. He motions someone behind him to join in. In another part of the cloud, another big figure is seen. The Equestrians notice him, revealing himself to be another god. He was muscular, orange-skinned with auburn hair and beard, and a periwinkle loincloth and set of cuffs. The blacksmith, Vulcan, held a huge lightning bolt in his hand, placing it on the anvil in front of him. With his hammer, he hits the lightning bolt three times, sparks flying in several directions and creating thunder in the process. The Equestrians couldn't help but stare at everything that happened. When he was ready, Vulcan hurls the lightning bolt toward his king. A stream of lightning follows, as Zeus grabs it just in time. He looks toward the Equestrians and Bacchus, throwing the lightning bolt toward them.

"INCOMING!" Twilight shouts.

The Equestrians ran out of the way, while Bacchus, trying to get on Jacchus, got hit to the shock of the ponies. Surprisingly, neither the god nor his mulicorn were harmed.

_Perhaps because he's a god and can't be harmed._

The funny part was Bacchus in a crater with Jacchus' head. It didn't take long for his real head to pop out, as the god, mulicorn and the Equestrians look up at Zeus, who is ready to throw another lightning bolt.

"Did I say 'possibly'?" Jiminy asked. "I meant 'DEFINITELY'!"

Zeus throws another bolt toward the ponies, dragon and cricket. They scream loudly and run away, causing the bolt to miss them.

"He's playing darts with us!" Twilight yelled, running beside Bacchus and Jacchus. "Everypony find shelter!"

"Wow, you're fast for someone obese and drunk," Spike remarked to Bacchus.

"Don't mind me!" Bacchus shouts, urgently. "Just keep running!"

While they ran, Zeus threw lightning bolt after lightning bolt either to hit or torment them. But each one missed its mark, leaving craters in the ground.

"Quick, in there!" Rarity said, as they dive in a bush near a tree.

But one lightning bolt hit the tree, destroying it. The creatures hidden in the bush came out in panic along with Bacchus, Jacchus and our heroes. They scream with fright, much to the thunder god's enjoyment. He urged Vulcan to forge more lightning bolts and the blacksmith did exactly as asked. Zeus throws them in separate directions, stirring chaos and panic.

_If Discord were still evil, he'd enjoy this._

The inhabitants ran around like fools, seeking shelter to hide from the storm and avoid the bolts.

_Friendly advice: The smartest thing to do is zigzag. Believe me._

Two bolts almost hit Rarity, one in front of her and one from behind when she turned. She screamed before they could hit her. Another bolt zooms toward her, causing her to scream louder. But before it could hit her, a certain dragon shoves her out of the way, taking the blow instead.

"AAAAAAAAAHHH!" Spike screamed, his skeleton showing.

"SPIKE!" Rarity shouted.

Suddenly, Spike stood still covered in black and smelling like baked dragon.

"Spike?" Rarity asked. "It's not another trick, is it?"

"You can say it was..." Spike said, before coughing smoke. "Quite a 'shocker', urgh..."

Spike falls backward on the ground, while Rarity looms over him.

Meanwhile, Bacchus, Jacchus and Pinkie try hiding in bushes, beneath rocks and even open-air temples. But everywhere they go, they are destroyed by lightning. Eventually they bump into Twilight and Paris.

"This is madness!" Twilight yelled. "We have to stop him!"

"Sure, we can fight him like every other villain," Pinkie suggests. "Maybe Bacchus can help us."

"What, me?" Bacchus asked, fearfully. "If you need the god of war, you're talking to the wrong guy. There's only one thing to do... No, _two_ things: Run and hide!"

"But the inhabitants," Twilight said, desperate.

Paris placed a hoof on her shoulder, making her face him.

"Twilight, there's no other option here. Technically, it's impossible to fight a god. Let alone beating one."

The lavender unicorn/alicorn looks at all the panicking creatures, chased away by the god king who kept throwing lightning bolts.

"No, there has to be a way,' Twilight thought. "There's always a way and I will not fail like before."

In the meantime, Rainbow Dash protected the creatures from the lightning with her super speed. All of a sudden, she got struck on the butt and made a painful girly scream. She stops to look at her rear and, to her shock, found a scar on her right cheek straight across her beautiful cutie mark. This made her glare toward the gods above.

"Okay... That does it!" She said, in a threatening undertone.

Rainbow flies toward the sky, as many creatures stare in awe seeing her confront Zeus. Even Twilight, Pinkie, Bacchus and Paris took notice.

"Has she gone mad?" Paris yelled. "She'll get zapped like a mosquito!"

"Rainbow!" Twilight shouts.

The blue Pegasus flew higher and higher, dodging lightning bolts along the way. It didn't take long for her to finally come face-to-face with the father of gods himself.

"Hey, you!" She shouts, getting Zeus' attention. "Yeah, you! Look what you did!"

The mare shows Zeus her butt, along with the scar on her flank.

"I mean, hitting a girl's rear end with lightning? Seriously?! What's even worse is you're hurting and terrorizing innocent creatures for your own enjoyment! Well guess what, Thunder Guy, you're messing with the greatest flier in all of Equestria! I ain't scared of some big blue bearded dude who hurls lightning bolts for a living. Either you stop right now or you're _really_ gonna get it!"

The god king looks at the tiny Pegasus in confusion, as she put her hooves up ready to fight. But then he laughs in a loud, booming voice pointing and mocking her.

"**HA-HA-HA-HA-HA! What's this? A little mortal winged pony has the nerve to challenge the king of the heavens?! What harm can a weak little thing like you do?**"

Rainbow glares at the giant god, especially for being called 'mortal' and 'weak'. Nobody deserves to be called that way.

"You're about to find out," Rainbow threatens.

Zeus stops laughing and grabs another bolt.

"**Listen pony, it's unwise to challenge me. Why don't you fly toward the rest of the weaklings?**"

"Because I am the Element of Loyalty," Rainbow stated, loud and clear. "I never let anypony down! Not my friends and definitely not these creatures!"

But the god wasn't intimidated in the least, growing very bored.

"**I grow weary of this; leave me be, you're spoiling my fun!**"

Zeus points a finger at the mare, as a stream of lightning appears from the tip. In slow motion, Rainbow Dash quickly dodges. Immediately seeing a challenge, she grabs a cloud and used it to fire lighting at the god. He got hit in the chest, grunting as a result. It took him completely by surprise.

"You're not the only one who uses lightning as a weapon," Rainbow smirked. "As long as I bring a storm cloud with me or find one, I can do it too!"

Zeus felt insulted and yet impressed for the Pegasus' bravado and special abilities.

"**So, you wish to die fighting?! So be it!**"

Zeus throws a lightning bolt at her, which she dodged. Then he hurls another and another, but every bolt missed her. Rainbow made funny faces to mock him, the god did not like it and became furious.

"**Vulcan! More thunderbolts!**"

The blacksmith obeyed his king, assembling more in mere minutes.

"**You'll regret the day you challenged me!**" Zeus shouts.

Zeus throws lightning bolts at her, while she dodged and fired lightning from her cloud. On the ground, everybody watched the lightshow in the clouds above, in awe and shock. Some even forgot to run away.

"Things are getting real up there!" Pinkie observed.

"She better be careful," Helen said, her foals underneath her. "One wrong move and it's over."

"She's right," Spike said. "Getting shocked by Twitter-Mites is like getting a doctor's shot compared to those lightning bolts... Believe me!"

"She needs help," Applejack said. "I don't know if she can keep this up on her own."

"Impossible to beat a god," Paris repeats.

Though she too was worried, Twilight noticed something that gave her an idea. Zeus wasn't throwing lightning at the ground being too busy with Rainbow Dash. She looks around, then back at the sky.

"Listen every creature," Twilight announced. "Seek shelter and stay there till it's safe."

The creatures look at her, not doing anything.

"DO IT!" Twilight shouts.

Soon all the inhabitants finally start running and hide.

"What are you doing, Twilight?" Paris asked.

The unicorn/alicorn spread her wings, ready to take flight. Paris jumped in surprise, as Twilight looks back.

"Impossible or not, we can still distract him!"

"What?!" Paris cried. "WAIT!?"

But it was too late, as Twilight took to the sky. She may not be Rainbow Dash fast, but she made sure she could reach her friend in time to aid in the fight against the god king.

Meanwhile, Zeus attacks the blue mare with thunderbolts, but she still manages to dodge every time. She fires another stream of thunder from her cloud. But this time, the god caught it with one hand and turns it into a ball of lightning surprising Rainbow. With a mischievous grin, he hurls the ball with _lightning_ speed toward her. With not enough time to dodge, she screamed. But before it could hit her, the thunder-ball was destroyed. Both the mare and the god were surprised, even more by the one who destroyed the ball. Twilight's horn glows a bright lavender light, reader for whatever Zeus hurls next.

"Zeus!" Twilight shouts. "I will not let you hurt my friends!"

"**An alicorn?**" The god said, astonished. "**That's impossible!**"

"Ha, not so tough now, huh?!" Rainbow taunts, angering the god. "Not only are you dealing with the Element of Loyalty, but the Element of Magic as well!"

"**Who do you think you are to challenge a god?!**" The god shouts.

"I'm the Princess of Friendship and I want you to cease your storm and leave the inhabitants alone!" Twilight demands.

"**Do you hear that, Vulcan? A pony princess asks a king to stop! HA-HA-HA-HA!**"

The god king laughs, even the blacksmith laughed along from his cloud.

"**You two really hurt my funny bone, yet you have earned my respect. But as I said before, I won't let anyone spoil my fun. Not even tiny, girly, colorful horses! You will never defeat me!**"

"We don't have to beat you," Twilight states, as she and Rainbow stood ready. "But we will fight you!"

"**You really are laughable, Princess, but now you're getting bothersome. If you really must fight, then DIE fighting!**"

Zeus stretched his arm forward, as a bolt of lightning appears from his hand. Twilight quickly conjures a magical barrier to protect her and Rainbow, causing the bolt to bounce off the barrier. Zeus hurls more lightning bolts and they all hit the barrier.

"He's not giving up," Rainbow asked. "How do we beat him?"

"I don't know," Twilight said, focused on keeping the barrier. "They say it's impossible to defeat a god."

"But there has to be a way," Rainbow said. "Even gods must have a weakness."

"For the moment, we don't 'need' to beat him. We need to distract him, so the inhabitants have a chance to find shelter and be safe."

After throwing a few more lightning bolts and other lightning-based attacks, Zeus began to boil over.

"**BOREAS! BLOW THEM AWAAAAAY!**"

Out of the clouds, one with two heads appears. It flew very fast, blowing wind at the two equines. The winds were so strong, it blew the barrier and the equines away, the two screaming while they did. With that taken care of, the god of wind flew down toward the valley to help Zeus with his storm. After being blown away, Twilight and Rainbow regain themselves and flew back toward Zeus.

"Whoa, what was that?" Rainbow asked.

"He called it 'Boreas'," Twilight said. "It must be another god."

"They're both super powerful. Zeus uses lightning and the other controls wind. This is almost like the time I went to the weather factory to stop winter."

"If we want everypo-Ahem, 'everybody' safe, we have to be quick and extra careful," Twilight said. "Come on, I have a plan!"

"Alright, T-Sparks is back!" Rainbow said.

"Really, Rainbow?" Twilight asked, bluntly.

"What?" It's a cool nickname. Trust me, it'll stick."

Twilight rolls her eyes, as they both flew further. While the two battle the god king, all the other creatures and the Equestrians ran away to find shelter. Fluttershy flew along with the Cupids inside a pavilion. There they'd be safe until the storm is over.

"This is dreadful!" Fluttershy said, frightened and worried.

"Don't worry, Fluttershy," One cupid comforts her. "It'll be over soon."

"I just hope Twilight and Rainbow Dash are okay."

"I hope so too. They'll need a lot of luck to survive this."

Another lightning flash appears, with a thunderous noise and they both stood quiet. The others ran through the valley, while the rain kept falling and Boreas reappears blowing a powerful gust of wind. Almost everyone was blown away by the strong breeze.

"Keep running, everybody!" A centaur yelled.

A baby unicorn, standing on a rock in a creek, neighs for help. Luckily, a centaurette approached the water toward the helpless foal and lifts him up. She looks up at the sky, as she kept running.

Suddenly, another lightning bolt fell from the heavens and almost hit one inhabitant, creating another crater behind them.

"He's attacking again!" A centaurette yelled, in panic.

Before anyone else panicked, they hear the bellow of a horn. They listened and saw it came from a centaur with a ponytail, standing atop a rock with an opening leading into a cave. He blew a horn calling everyone to get in.

"There's a cave over there," Applejack said. "Let's go!"

They all ran in that direction as fast as their legs could carry them.

"Come along, Tavi!" Vinyl calls out to her friend.

Before Octavia could join them, another sound stops her right in her tracks. She points her ears up to listen and knew that sound too well. To her shock, she found the source: Another unicorn foal, his head stuck beneath a thick branch. He tries to get loose, but its no use. He kept neighing for help and in that moment, Octavia dashes as quick as possible toward the foal. Vinyl looks behind her, seeing her friend running.

"Tavi! What are you doing?!"

Several lightning bolts fell down, as Octavia avoid them as best as possible. Eventually, she reached the little foal.

"Don't worry, little one. I'll get you out!"

Octavia tried to lift the branch, but it was too heavy for her alone. But she wouldn't give up.

"Come on... Come on!"

The branch budged, but not enough. She uses all her strength determined to free the foal. Suddenly, the branch moved slightly more. At first, Octavia thought it was her own doing until she turns to her right and saw Applejack pushing it with her great strength.

"Need some help, sugar cube?" She asked.

"Thanks!" Octavia smiled.

Finally, the foal was free, and the mares drop the branch. But before they can run away, a thunderbolt struck a tree, causing it to fall forward. The mares saw it and tried to protect the foal while closing their eyes. But the moment they thought the tree would hit them, they open their eyes and saw it engulfed with a magenta glow. It was Vinyl Scratch using her magic to hold the tree.

"Get away! Quick!"

Octavia grabs the foal by the scruff, running along with Applejack toward the cave. Vinyl drops her magic on the tree and ran away while it fell. After dodging a few more thunderbolts, they finally get in the cave. In the cave were many centaurs and centaurettes, also a few fauns and unicorns. Now that they're safe, Octavia released the foal from her mouth to let it join its parents, who gave it a loving hug.

"Oh, my baby," The mother said, facing Octavia and the other mares. "Thank you. Thank you so much!"

"You're welcome," Octavia bowed.

Another thunderous roar is heard, a lightning flash follows, causing everybody to huddle together. Outside the cave, the other inhabitants ran in search of shelter. A few unicorns and fauns hid beneath a rock. Rarity and Spike ran together, with Jiminy latching onto the dragon's shoulder.

"Hurry!" Spike shouts. "Get to the cave!"

But before they could reach it, Boreas appears again blowing heavier wind.

"Look out!" Rarity said.

They both fell on the ground to duck. But the wind was so strong, it blew Spike and Jiminy away while Rarity rolled on the ground. She watched as her friends screamed in fright and blown high in the air.

"SPIKE!" Rarity cries, reaching her hoof for the dragon.

"RARITYYYYYYY!" Spike yelled, reaching with his claw.

In the sky, Anjelica the Pegasus filly struggles against Boreas' winds but fails and got blown away. Luckily, Helen was more resistant against the heavy winds and flew in to rescue her. She grabs her by the tail and flew toward her nest in the tree. But not long before that, Spike and Jiminy flew past her, screaming for their lives while the thunder kept roaring. The Pegasus' eyes went wide and quickly flew to her nest to put her foal with the others.

"Stay close to each other," Helen instructs her children. "I'll be right back."

Helen flew as fast as she could toward Spike and Jiminy. After being blown away for miles, Spike and Jiminy began to fall, screaming at the top of their lungs. Jiminy opens his umbrella to slow down his fall when the dragon grabbed him.

"HEY!" Jiminy shouted.

Due to Spike's size, they both fell toward the ground. Helen dove down with great speed and caught the dragon by the tail before they crashed. Surprised they didn't fall further, Spike and Jiminy look up to see the mother Pegasus who saved their lives. They were so happy, they thanked her and whoever could hear them multiple times. Helen brought them safely to her nest, protecting them and her foals with her wing.

After Twilight explains her plan, she and Rainbow were ready to attack the god again.

"Hey, Lightning Butt!" Rainbow teased. "Over here!"

"**You again?!**" Zeus shouts. "**Why don't you just leave me alone?!**"

Zeus threw a lightning bolt at her, which she dodged successfully.

"**When I catch you, I'll swat you like flies!**"

It was at this moment he summoned a few storm clouds around the two equines. With a snap of his fingers and a grunt, lightning shot out the clouds. Twilight used teleportation to save Rainbow and herself before they got hit.

"Rainbow, now!" Twilight shouts.

The Pegasus flew close to the god, flying around him as fast as she could leaving a rainbow streak behind her. It irritated him so, as he tried to smack her way. This proved a problem as she was so fast, he almost couldn't catch her. In a moment of slow motion, Rainbow dodged his big hands while she kept flying.

"**Get away, you little pest!**" Zeus shouts.

Suddenly, he finally managed to grab her. He brought her close to his face, as she struggles against his grasp.

"**Now I've got you! I'll squeeze you like a pimple!**"

"Not... Before you... Get a burn!" Rainbow smirked, while struggling.

"**Huh?**"

At that moment, Twilight fires multiple magic lasers from her horn toward Zeus, causing him to yell in agony and release Rainbow. Twilight fires one magic beam straight toward his chest, making him grunt and clutch himself in pain.

"**Such... Raw... Power...**" The god king groaned.

Rainbow flew close to his face again, turning around and shaking her rear.

"Ha-ha! Kiss my cutie mark!"

Zeus' eyes filled with rage, clapping his hands together to crush Rainbow with a thunderous boom. He opens his hands for a better look, but to his shock and surprise Rainbow was gone. Then he sees the Pegasus appear beside Twilight thanks to her teleportation spell.

"What's the matter, old man?" Rainbow teased. "Scared of little ponies?"

"**Your magician tricks are strong,**" Zeus admits. "**But not enough to stop me.**"

"We're still better than you!" Rainbow boasts. "That gust of wind from that windbag of yours is nothing more than a light summer breeze!"

"**SUMMER BREEZE?! Now you go too far! I'll show you the true power of a god!**"

Zeus grabs two lightning bolts and crossed them together. It creates violent sparks of electricity, as the two equines prepare themselves. He used them to shoot lighting into the air, causing sparks of lightning to fall toward the equines. If that wasn't enough, he puts the bolts together to shoot a powerful electric beam. Twilight quickly conjures a force field, so the lightning takes different directions before hitting them. The lightning was so powerful she had to struggle to maintain the force field.

"I don't know if I can hold on much longer," Twilight grunted.

"If only there was a way to use his power against him," Rainbow said.

For the first time, Rainbow comes up with something smart and it gave Twilight an idea.

"Rainbow, you're a genius! I can try a spell on my force field to bounce that attack back at him."

"Well, get on with it!" Rainbow said.

"Here goes!"

Twilight casts another spell around the force field and, to her surprise, it worked. The lightning bounced off, charging directly at Zeus. The eyes of the god king went wide and blocked the attack with his bare hands, but some lightning hit him, making him yell. It completely surprised the equines. He may not be damaged, but it hurt him, and the pain caused him to growl in anger.

"Uh, Twilight?" Rainbow asked, worried. "Not that I'm afraid or anything, but can we go to the others now?"

"Yeah, I think we bothered him long enough," Twilight nods. "FLY!"

They both fly down to the surface, as Zeus looks on.

"**COME BACK HERE, YOU LITTLE RATS!**"

Zeus throws more lightning bolts at them, plus a blast from his hand. The two equines try to escape the god's wrath, flying as fast as they could and dodging the bolts. When they almost reach the ground, they see two familiar beings.

"Look!" Twilight points out. "It's Pinkie and Bacchus!"

In the meantime, Pinkie, Bacchus and Jacchus were still trying to run away.

"Come on, Bacchie!" Pinkie shouted.

"I'm trying! Come on, Jacchus, work along!"

Bacchus struggled to pull the mulicorn along with him, using a rope as a leash.

"Pinkie, help me!"

The pink pony and god pulled, but Jacchus won't cooperate. That is until another lightning bolt almost hit them, causing all three to run for the hills. Another lightning bolt missed them, but before they could reach some trees, Boreas appears again, blowing heavy gusts of wind from their two mouths that blew the pony, the mulicorn and the god away. Bacchus manage to grab onto a tree while Pinkie held onto him. But the wind was so strong, Bacchus let loose and both rolled on the ground. The wind god tried to blow them further away, but this time the wine god and the party pony fought against it. When they finally manage to run further, the two of them and the mulicorn hid underneath the big wine tub. But then, another lightning bolt appears and destroys the tub, releasing all the wine and flooding a big part of the valley.

"Pinkie!" Twilight shouts.

The two of them watch, shocked and scared they lost their friend. The wine spilled through the woods and open-air temples, as Twilight and Rainbow searched desperately for a sign of life. The only thing they noticed was Jacchus standing on something white while floating along the stream. There was no sign of Pinkie, making them worry more until...

"YAAAAAHOOOO!"

The pink mare appears, surfing on the wine with a piece of wood.

"Phew, she's okay," Rainbow said, happily.

"All three of them," Twilight added.

Pinkie surfs toward the mulicorn, jumping off the wood.

"Whee, let's do that again!" Pinkie said, excitedly. "Did you see me, Bacchie? Did ya, did ya?"

Apparently, Bacchus was the white thing Jacchus stood on. He stood up and gently shoves the mulicorn away.

"You truly are a goddess, Pinkie!"

"Aww, you old charmer, you," Pinkie felt flattered, waving her hoof.

Then they both look at the stream of wine. Bacchus dips his finger and puts it in his mouth to taste it.

"How does it taste?" Pinkie asked.

A smile appears on the god's face.

"This is the best wine I've ever tasted!" He laughed with joy, scooping some in his mouth a few times.

"I want some too!" Pinkie said, taking a straw from her mane. "Good thing I brought Fernando with me."

She puts the straw in her mouth, lowers her head and sips some wine, smacking her lips.

"Mmmmmmmmm-mmm, still tastes great!"

"I could stay here all day," Bacchus laughed, clapping his hands. "And I want to!"

Bacchus happily splashed the wine like a child, as Pinkie scoops up some wine and throws it in the air, letting it rain. Then the two of them splash wine at each other, immediately forgetting the danger. Even Jacchus joins in, catching drops of wine with his tongue. Twilight and Rainbow were relieved they were fine but roll their eyes at what the god and the party pony were doing.

Up in the clouds, Vulcan made another lightning bolt, considering it his best one yet. He calls his master showing his work, but the god king waved it off. He kept a hand over his mouth and yawned, all the fighting and hurling lightning bolts tired him, and he had enough for one day. Now the blacksmith wondered what he should do with the bolt he made, scratching his head in thought. Then something came to mind, something he never thought before. He walks and looks down from his cloud with a smile and hurls the bolt toward the ground. When it made a boom, he covers his mouth, fearing Zeus would be insulted and angry. But the god king was too tired, as he pushed a lightning bolt away with his foot, making it impact the ground with another boom. As he lies down, he jumps up in surprise. He reaches behind his back and found a smaller lightning bolt. He threw it away like it was nothing and takes a small glimpse to see if he hit anything to his liking.

The God king looked to see if the ponies were still there. Even though these blasted ponies ruined his fun and would like to teach them a lesson... He was not above showing respect to those of great power.

"You would've made a great god, Twilight Sparkle," He spoke, to himself. "But you chose the _wrong_ side..."

Finally, the king laid down, removing his sandals and pulled the cloud over him like a blanket.

In between, the two equines jump in surprise when they heard the impact of the lightning bolts. They turn around, searching the clouds as if prepared for anything.

"He's at it again!" Twilight said.

"Does that guy ever give up?!" Rainbow asked.

While they looked around for danger, they listened carefully and heard nothing. Not even felt a drop of rain.

"Say, the thunder..." Rainbow said. "It stopped."

"And it's not raining," Twilight added.

Rays of light shone on their face, causing them to face the sky. That's when they notice the storm clouds float away revealing the pleasant ray of the sun again. How they've missed it, even for an hour or two.

"The clouds are moving away," Twilight said, joyfully. "We did it! Zeus is leaving!"

"Yeah, we did it again!" Rainbow cheered.

The two ponies hug each other, laughing triumphantly. From atop the cave opening, the ponytailed centaur appears and watches the clouds fade. He blows his horn, spreading the news. The sun shone its light along the entire valley, revealing all its beauty again. It was like nothing happened at all, apart from a few craters and scattered trees on the ground. Brudus and Melinda emerge from under the tree, stepping back into the light.

"It's over," Brudus sighs, relieved. "The rain has stopped."

"Thank goodness," Melinda said, smiling.

The two both walk out hand-in-hand. From a hole beneath another tree, two fauns crawl out. They looked at the raindrops that fell from the tree. They each got one on their nose and smile at each other.

The cupids flew out of the pavilion along with Fluttershy, happy to bask in the light of day. Helen and her foals, still in their nest, see the sun again which puts a smile on their faces. The same thing went for Spike and Jiminy, after crawling out from underneath the mother's wing to see the view.

"Phew, am I glad it's over," Spike sighed.

"So am I," Jiminy nods.

All the other creatures and Equestrians come out of hiding, overjoyed that the storm is over. Some fauns and unicorns prance in and around the puddles left by the rain.

When Twilight and Rainbow land on the ground, they immediately got flooded by the inhabitants who cheer for them. Helen, Hector and their foals also land on the ground with the little dragon on the mare's back.

"Spike!" Rarity yelled, happily.

Rarity ran towards him, as Spike dismounts Helen, the fashionista hugs him like there was no tomorrow.

"I thought I lost you forever; I was so worried about you."

"You were?" Spike asked, surprised.

"But, of course, Spikey-poo. Who else can help me find gemstones and do a good job assisting me in the boutique?"

"Oh..." Spike said. "Well, that's what friends are for."

Spike expected her to say something differently, but he paid no heed for now. The other Equestrians hug Twilight and Rainbow.

"I'm so glad you're okay," Fluttershy said, looking around. "Where's Pinkie?"

"And Bacchus?" Applejack added.

"Don't worry, they're fine," Twilight said. "Let's say they're having a private party in the woods."

As Twilight faces the other creatures, they all gaze upon her and Rainbow in amazement.

"You two were fantastic!" One faun said. "We saw everything."

"Well, as much as we _could_ see that is," A centaur said.

"Still, you saved our lives!" A cupid said.

"You're heroes!" A unicorn said.

"You are, what's the word, _cool_?" A black-haired centaurette said.

"Yeah, you two fought and defeated a god!" Tim said. "Nobody has ever done such a thing!"

"We didn't exactly defeat him," Twilight said, humble. "We merely distracted him."

"Are you kidding?" Rainbow boasts, pridefully. "We were _totally_ winning."

"Well, whatever you did, you saved us all," Paris smiled and hugs Twilight. "Thank you, Twilight. I was wrong to doubt you."

Twilight smiles and returns the hug to the young unicorn. Twilight and Rainbow weren't the only ones praised for their heroism. Applejack, Vinyl and mostly Octavia gained the same attention. The gray cellist had the honor of spending time with the unicorn foal she saved.

Suddenly, somewhere from the horizon, a rainbow appears. But this was no ordinary rainbow and it didn't take long for the inhabitants and Equestrians to notice.

"Hey look, a rainbow!" Spike said.

"A rainbow that moves on its own?" Jiminy asks, looking closely.

"It's Iris," Tim said, smiling heartwarmingly. "Goddess of the Rainbow."

She truly was a sight to behold. A light-skinned woman wearing a golden crown and light blue strap dress. She was enveloped by a rainbow, her violet hair making up the top stripe. Coming down from her hair, the indigo, blue and green stripes seem attached to her back, trailing behind her. She carries the yellow stripe in her right hand, pulling it across the sky. In her left hand, she held the orange and red stripes. They flew across her skirt, trailing behind her.

"She's so beautiful," Fluttershy said, staring at the goddess.

"I know," Jiminy said, amazed.

Rainbow couldn't help but smile, the goddess' presence gave her an idea. She leans close to the Pegasus foals and whispers:

"I think it's time to show you what I promised."

In the blink of an eye, she flew up in the air as the foals kept watch on the blue Pegasus. Rainbow flew toward the goddess, who was minding her own business. Then she flew past her, going high in the air and getting the goddess' attention.

"What is she going to do?" Melinda asked.

"You'll see," Twilight replied.

Once high enough, she began to fly down with great speed. The faster she went the more tears emerge from her eyes. She felt the energy engulf her, the same energy she felt during that Pegasus race when she was young. The same energy she felt when she saved Rarity during the Best Young Flyer competition. All of a sudden, all that energy released a rainbow shockwave, causing the Pegasus to fly faster leaving a rainbow streak behind her. Iris was totally surprised, as were all the inhabitants on the ground, dropping their jaws at the sight. Hector and Helen watch in amazement, but the ones most excited were the four little foals, especially Peter.

"WOOOOOOOOOOWWWW!" The foals said, wide-eyed.

Jiminy couldn't believe what he saw. True he's seen it used to get rid of the Pteranodons, but this time it was more beautiful than before.

"So... That's a Sonic Rainboom!" Jiminy said, smiling. "It's radiant."

After Rainbow Dash created her own rainbow, she flew next to the goddess.

"Sorry about that, ma'am. Just showing everypony a cool trick of mine. Not trying to take your job, heh-heh."

The only response Iris gives is a gentle, understanding smile.

Just like everyone else, the cupids on the pavilion roof were completely surprised by Rainbow's Rainboom and look at the two Rainbows.

"Two rainbows!" One said. "Who would've thought that?"

"Very unusual!" Another said.

Then the cupid looks at a puddle, seeing the reflection of one of the rainbows with a smile. He jumps in it, making a splash. He makes a few more splashes by stomping his feet.

The other inhabitants were in the mood to play, especially after they were saved by the ponies. They dance and sing, while splashing in rain puddles. Even the foals were having fun in the puddles after witnessing something so... Well, _awesome_.

Meanwhile, Bacchus, Jacchus and Pinkie look at the reflection of the rainbows in the wine, smiling at each other.

"She did it again!" Pinkie smiled. "Another great Sonic Rainboom."

"Sonic Rainboom, huh?" Bacchus said. "I like it!"

Bacchus then fills two cups of wine, giving one to Pinkie. The god raised his cup and begins a toast.

"To Iris and Rainbow Dash, for making beautiful rainbows on this day. Bottom's up!"

With a clink of their cups, they drank their cups empty. A rainbow of wine going down their throats.

During the moment, Iris disappears, leaving Rainbow alone in the sky. But it wouldn't take long to be filled with cupids. Even the Pegasus foals take to the air to join their newest idol.

"Hey, squirts," Rainbow calls out. "Did you notice me?"

"You were amazing!" Lindy said.

"Terrific!" Dennis added.

"It was astounding!" Eugene said.

"You were totally awesome," Peter said.

"Told ya you'd like it," Rainbow rubbed the foal's head.

"You think we can do the Sonic Rainboom too?" Anjelica asked.

"Who knows?" Rainbow shrugs. "I first believed it to be an old mare's tale and look now."

"Would you like to fly and play with us?" Eugene asked, cutely.

"Well, I usually have a ball with me," Rainbow replies. "But we can do whatever you want."

"Yay!" The foals shout with joy.

"I got an idea," Lindy speaks up. "Let's use one of the rainbows as a slide."

"Sounds great!" Rainbow said.

Together, they flew above Iris' rainbow and slid down from it. A cupid saw it and wanted to join the fun, flying toward them.

"Hey, can I join you?" He asked.

"Of course!" Rainbow said. "The more the merrier!"

They flew to the top and slid off the rainbow again.

"Wheeeeee!" The cupid and Peter shouted.

Then both of them, along with Rainbow, flew around the rainbow. They soared past the various colors from left-to-right, as the cupid grabs Peter by the tail and lets go after a few seconds. After a few rounds behind the rainbow, Peter and the cupid dove down in the lake where the rainbow continues further underwater. The other Pegasus foals play in the water as Rainbow also dove down in the lake. Surrounded by bubbles, they flew through the rainbow and swam toward the surface. The cupid held on the foal's tail and climbed on his back. Once they got a breath of fresh air, the cupid rode the foal while he kept swimming. It didn't take long for Rainbow to emerge as well, spitting water out her mouth and swam toward some of the foals.

"Nice idea, Lindy," Rainbow admits. "This is so much fun!"

"Thanks!" The filly replied, playing further.

Seeing the foals and cupids play in the water gave her an idea. A cupid was swimming and accidentally bumps against the blue Pegasus.

"Oops, sorry Dash," He said.

"It's okay," Rainbow replied. "Say, want to do something really fun?"

"Uh, yes?" The cupid asked, curious. "What are we doing?"

"Grab my tail."

"What?"

"Just grab it and hold on very tight."

"Okay."

The cupid grabbed onto Rainbow's tail, as the blue Pegasus prepares her wings.

"Got a good grip?" Rainbow asked.

"Uh-huh," The cupid nods.

"Remember, don't let go."

"What do you MEEEEEEAAAAAN?!"

The cupid screams as the Pegasus flew with great speed over the water. The cupid held her tail very tight, as his feet skimmed over the water. Eventually, he realized what Rainbow was up to and enjoyed it. Rainbow had introduced him to water skiing.

"Yeah, alright!" He shouts, joyfully.

The other cupids and foals saw it, enjoying the view.

"Wow!" One cupid said. "I wanna do it too."

"Me too!" Eugene said.

While Rainbow, Eugene and the two cupids waterski, Spike, Jiminy and Rarity watched from the shore.

"It's good to see them having fun," Jiminy said.

"I could use a swim myself," Spike said, getting up. "Wanna join, Rarity?"

The white unicorn thought for a moment then made her decision.

"Oh, I don't see why not."

With that said, both of them, including Jiminy, step into the water. Rarity's mane had gotten wet for nearly the entire adventure, but in this case she didn't mind. As she and Spike swim around, Jiminy relaxed by using his umbrella as a seat on the water while a faun plays his flute on a tiny island.

With the storm completely gone and everyone having a good time, Paris ran through the various creatures and steps before Twilight.

"Hey Twilight. Wanna come with us to the cliff? We're watching the sunset and I think I found something you definitely should see."

"Sure, I'll come," Twilight nodded. "You best tell the rest; I'll get Pinkie and Bacchus. They're probably still in that wine pool.

As Twilight ventures through the woods, she finds them in the funniest, embarrassing state. The wine god, party pony and even Jacchus held onto each other's shoulders, cuddling close while holding a cup of wine in their hand/hoof high in the air and singing in a drunken way.

"_Rainbows are visions_  
_But only illusions_  
_And *HIC* rainbows have nothing to hide (Heehaw heehaw)_  
_So we've *HIC* told_  
_And some choose to believe it_  
_I know they're wrong, wait and see (yo-de-lay-HEE-hoo!)_  
_Someday we'll *HIC* find it_  
_The rainbow connection_  
_The lovers, the dreamers, and *HIC*_  
_Who said that every wish_  
_Would be heard and *HIC* answered_  
_When wished on the morn*HIC* star_  
_Somebody thought..._"

Twilight's eyes roll upward, as she shakes her head.

"You two are unbelievable. You better come along to the cliff; Paris invited us to watch the sunrise."

Instead of Twilight, Pinkie's drunkenness made her see a bottle of wine talking to her. The pink mare licked her lips on sight.

"That sounds *HIC* great, talking wine bottle," Pinkie asked. "Can I drink *HIC* from you while we walk?"

When Twilight heard that, she was both uncomfortable and frustrated.

"That does it! When we get back to Equestria, you're going to rehab!"

"Oh no, no, no," Pinkie whines, slurring her words. "I won't go, go, go!"

"Yes, you are, are, are!" Twilight said, tugging all three with her magic.

"Party pooper," Bacchus muttered.

"Let's sing further," Pinkie advised.

"Okay!"

"_Who said that every *HIC* wish_  
_Would be heard and answered_  
_When wished on *HIC* morning star_"

While they kept singing, Twilight cringed and used her magic to put earplugs in her ears, as a smile appears on her face.

Meanwhile, Paris calls every creature and Equestrian to the cliff. Watching the sunset is a perfect event for them all, even more beautiful for the centaurs and their girlfriends. After a relaxing time in the lake, Rarity combed her mane to make sure its fabulous again. Even the Pegasus foals and some cupids hung out more with Rainbow Dash. The same went for Octavia and the little unicorn she saved. With everyone assembled, they wait a few meters away from the edge.

"Shouldn't we go a little closer?" Rainbow asked, confused.

"We're waiting for Twilight," Paris explained. "Because there's something she and the rest of you must see."

"See what?" The blue Pegasus asked.

She hovers in the air for a better look. A look of surprise appears on her face.

At last, the unicorn/alicorn appears with a drunk pony and drunk god caught in her magic aura. Everyone let her pass until she reached Paris and the rest of her friends. She releases Pinkie and Bacchus from her magic grip. The god lands on his back and the pink mare fell on top of him.

"Too much drinking again?" Applejack asked.

"You have no idea," Twilight said, turning to Paris. "What is it you wanted to show me?"

"Weren't you looking for that?" Paris points toward the cliff edge.

Twilight turns and was totally surprised. At the edge of the cliff, the pink sheet music stood before them.

"The missing sheet music!" Twilight said.

"Can we finally take it?" Rainbow asked.

"I think so."

Rainbow lands on the ground, walking toward the sheet music. With every step she takes, nothing happens. She expects it to do another trick, that the sheet music would fly away like before and yet, it stood still. Twilight said the sheet music didn't want to be caught, if the inhabitants needed help which they definitely needed. But now with the problem solved, they could finally take it. She reaches out her hoof, hesitating a bit. Then she quickly grabs the paper with no trouble.

"We got it!" Twilight declared.

Everyone cheered and clapped, some laughing a bit.

"That's five," Spike said. "Only a few more left."

"By counting the songbooks," Rarity estimates. "There should be two left."

"Now that you found the sheet music, guess this means you're leaving?" Paris asked, disappointed.

"Sadly yes, Paris," Twilight said. "But we'd love to watch the sunset with you guys."

A small smile appears on the unicorn when she said that.

"You and your friends are truly amazing. You saved us from a god."

"You helped us girls find love," Melinda said, hugging Brudus.

"You can say the same about the boys," Brudus replied.

Some centaurs grabbed the hand of their lover, gazing deep in their eyes.

"We also want to thank you for these beautiful accessories," One centaur mentioned.

The female centaurs showed the flower shawls, necklaces and different kinds of hats they wore during the matchmaking.

"And you saved my baby," The unicorn mother said.

"And helped my Peter to fly," Helen said, nuzzling the little foal.

"Thanks for helping me, Rainbow Dash and Fluttershy," Peter said. "I'll never forget that awesome Rainboom."

"You sure are lots of fun," Tim said. "You even made Bacchus happy."

Tim points to Bacchus, who was listening to a little story Pinkie was telling along with some of the creatures.

"And so, mom said, 'Pinkie, you've seriously got to *HIC* destroy the rock you said you didn't get *HIC* to breaking with your pickaxe'. But I told her, 'But, mom! I can't *HIC* destroy the rock'. She asked me, 'Why not?'. And I told her *HIC*..."

But she stops afterward, giggling because she felt she could barely say it. But the centaurs and satyrs were too curious to let her story go unfinished.

"What?" One centaur asked. "What did you tell her, Pinkie?"

Pinkie giggles a bit more, before mustering the strength to tell the group.

"I told her *HIC* that it was because the rock was in the shape of a koaaala!"

The centaurs and satyrs gathered around her suddenly burst out laughing, some even clutched their bellies, rolling on the ground, or both. Even Bacchus himself couldn't hold his own laugh.

"Oh, Pinkie!" A faun said, while laughing. "That's priceless!"

"I know, right?!"

Pinkie laughed along with the others because of the memory her drunkenness brought out. The Equestrians were completely moved by the words of these inhabitants, they even shed a few tears of their own.

"You are all amazing too," Twilight said. "From the very moment we stepped into this realm, we already felt right at home. Seeing all of you, standing together, warms my heart. I hope someday all creatures in Equestria learn about friendship and get along the same way."

"I hope that happens one day too," Paris said.

Spike approaches Helen, hugging the Pegasus.

"Thanks again for saving me and Jiminy, Miss Helen."

"It was nothing," Helen smiled, hugging him back.

"I'm happy to have a mare like her," Hector said.

The stallion nibbled on his wife's neck, making her blush and giggle.

"Sweetie stop it; we're in public," She giggled.

Some of the inhabitants and Equestrians couldn't help but giggle too. Then it was Bacchus turn to say something, even in his drunken state.

"Screw Zeus! You are the _real_ gods! No matter what you think or what others say!"

"Shh, not so loud, sir," Otika whispered. "You might anger him."

"Aw, who cares?! I've been taking his beef all my life and I say... Enough's enough!"

"He's right," A centaur steps forward. "What's Mr. Lightning Bolt gonna do? These girls fixed him well and proved to us we don't have to fear him anymore."

Meanwhile, another faun looks at the sun and sees something.

"Speaking of gods, look over there!" He points forward.

They all turn toward the sun, as chariot pulled by horses with manes and tails of fire appear. Driving the chariot is a man in a toga and a flaming cape, using a whip to lash at the horses.

"Wow!" The Equestrians say, in awe.

"That's Apollo, right?" Twilight asked.

"Yup," Paris said. "The god of the sun and music himself."

Apollo stops lashing and waves at the inhabitants with a smile. Everybody, including the Equestrians, wave back and watched the sun slowly dip behind the horizon.

"So beautiful," Rarity said, hugging Spike.

"It really brings a tear to mah eye," Applejack said, wiping a tear.

Once the sun was down, everybody felt tired.

"Well, I'm done for today," Tim yawned. "Let's all go to sleep."

"Yeah, I think we better go too," Twilight said.

"Will we ever see you again?" A little unicorn asked.

"We'll visit you all again someday," Twilight assured.

"Promise?"

"Promise."

As Octavia looks on, she felt a nudge and turned to see the little unicorn she saved.

"Thank you for saving my life, miss," The little unicorn said.

"You're welcome, little one," Octavia replied, rubbing its head. "Now run along to your mother."

With a small nudge, Octavia coursed the little unicorn as he reunited with his mom. She smiles proudly as a tear falls down her cheek.

"Thanks again, Twilight," Paris said, almost crying. "For everything..."

Then, to his surprise, Twilight hugged him which he did in return. Rainbow started to hug the little foals, while Fluttershy hugged the parents.

"You and your friends are always welcome here, any time," Helen said.

The rest gave a hug to the other creatures. Even Pinkie gave a hug to the drunk god, which he happily accepted. Despite being drunk herself, she'll surely miss him as he misses her.

"Till we see each other again, Bacchie," Pinkie said.

"I can hardly wait," Bacchus replied.

Once they release their hugs, our heroes were ready to leave.

"Wait!" Tim said. "We have something for you."

Two centaurs approach with two big jugs, placing them in front of the Equestrians.

"Two jugs of wine, specially made for you."

"Did somepony say 'wine'?" Pinkie said, excitedly.

Both she and Bacchus ran toward the jugs. Before they could reach them, Applejack reels them both with her lasso.

"Ho there, you two," The cowgirl pony said. "Ah think you had quite enough for today."

"D'OH!" Bacchus pouts.

"Sheesh, and they say 'I' have a drinking problem," Rainbow Dash remarked, shaking her head.

"Thank you very much, Tim," Twilight said.

Using her magic, she placed the jugs inside the backpack with infinite space.

"Good luck with finding the rest of the sheet music," Hector said. "Have a safe trip back home."

Our heroes smile as they all went to their homes to sleep. One centaur couple stayed to watch the horizon for a while, before they too left.

"Goodbye," They said, waving. "Come back soon!"

The centaur couple dragged Bacchus with them, who also waved.

"We will!" The Equestrians waved back.

"Such good company," Octavia said.

"Yep, they sure are," Vinyl said.

Then, they look up at the sky as a huge man with a cloak shrouds the sky with darkness.

"Whoa, would you look at that!" Rainbow said.

"Is that another god?" Fluttershy asked.

"Yes, Morpheus," Jiminy answered. "The god of dreams and sleep, who brings the night when the day is over."

"Just like Princess Luna," Twilight smiled.

"Yeah... Exactly."

After Morpheus brought the night, they walked further.

"Funny, the sky is still missing stars," Twilight observed.

"Don't worry, they'll appear soon enough," Jiminy replied.

As they walk through the woods, they notice everybody was asleep. Underneath a tree by a creek, Brudus and Melinda slept together along with two fauns and a cupid. Our heroes already miss them, hoping for one day to visit them again.

The foals in Helen's nest were fast asleep, their mother draping them with her wing. Morpheus blessed little Peter with dreams of him, his siblings and Rainbow Dash doing stunts and making Sonic Rainbooms together. The little colt yawns, twitching his legs. Helen nudges him and he stops. It didn't take long for her to close her eyes, while up above her husband rests on a branch.

Up in the sky, the cupids were sleeping on the clouds, draping a big piece over themselves to get cozy. The Equestrians stop atop a hill with an open-air temple.

"You know, I wonder if that portal arrives by itself," Applejack wondered. "Or if we have to look for it ourselves."

"Normally I'm all for being on the go," Rainbow admits. "But... I honestly don't want to leave just yet."

"We can always enjoy the view while we look," Twilight said. "There's no rush."

They look up at the sky again and see something appear on a cloud near the crescent moon. A woman in a see-through dress and tiara, along with a small deer, holding the moon like a bow, preparing an arrow to fire.

"Hey, there's a woman next to the moon!" Spike pointed.

"As I live and breathe, it's Artemis!" Jiminy said. "The Goddess of the hunt and the moon. In Roman Mythology, she's called 'Diana'."

"Isn't Rome and Greek Mythology kind of similar?" Rainbow asked.

"Well, 'yes'... And 'no'... I'll tell you later."

"She's just as beautiful as Iris," Fluttershy admired.

They all watch silently as the goddess shot an arrow in the sky, spreading stars everywhere. Now the night was truly complete, as the Equestrians got to see the landscape at night. Just as beautiful as it was during the day."

"It's so gorgeous," Rarity said, the stars reflecting in her eyes.

"Nice *HIC* lightshow," Pinkie hiccups.

Our heroes watch the night sky until a light appears behind them. The portal that leads them back to Deems.

"Well, there's our ride," Rainbow said. "Guess that means time's up."

"Come on, guys," Twilight said. "Let's go."

But before they stepped into the portal, they took one last look over the Greek landscape, a warm smile on their faces. Even after all the bad luck in the Rite of Spring realm, the Pastoral Symphony filled their hearts with happiness and hope again. As each pony stepped back through the portal, Twilight was the last to look on, thinking of all the new friends they've made. And sure enough, Twilight soon had an idea she'd reserve for later.

"See you real soon, Paris," Twilight whispered.

Then, the Princess of Friendship steps into the portal before it closes, leaving the entire valley to sleep peacefully.

(_Music stops at the end_)

**The Orchestra Stand**

Deems paces for a while, as he and the other musicians wait patiently for the Equestrians' return.

"It's taking just as long as the previous realm," A flutist replied.

"We must be patient," Deems advised. "Finding sheet music is harder than you think."

Suddenly, the light of the pink songbook glows brightly revealing the Equestrians. Deems walks toward them.

"How did it go?" He asked.

Soon, they all start randomly talk happily, a huge contrast to the previous realm.

"Oh, Mr. Taylor, the land was so beautiful!" Twilight said.

"It felt like we were back home," Octavia said.

"It was so peaceful," Fluttershy said.

"We've made many wonderful friends," Spike said.

"We even fought against Zeus to protect them!" Rainbow said. "Can you believe it? We fought against an actual god and won!"

Deems and the other musicians couldn't believe what they heard, the master of ceremonies was most glad they had a good time and feel happy again. They truly needed this.

"Not to mention I became friends *HIC* with a god," Pinkie said, leaning against Deems.

"Did you just say you fought a god?" Leopold asked, in disbelief. "That's impossible!"

"It shows there's more to these little ponies than meets the eye," Deems replied. "I'm glad you're all in a good mood. Won't we talk more about it later?"

"Sounds splendid," Rarity said. "I'm a little tired for the moment."

"Yeah, me too," Spike said.

"I need to use the bathroom," Rainbow said. "Anypony have mouthwash."

"I do!" Pinkie said.

"Thank yo... WAIT A MINUTE! Pinkie, why didn't you say something before?!"

"You never asked."

Then Pinkie takes out the mouthwash from her mane. Before she gives it to Rainbow, she looks at it and licks her lips. She opens the bottle, about to guzzle it down, before Rainbow quickly snatched it.

"Thank you."

"Aww..."

"Um Rainbow," Twilight said. "The sheet music?"

The blue Pegasus hands the sheet music to Deems.

"Here you go. I gotta get rid of something in my mouth. It's an emergency."

Suddenly, she felt as if she were about to barf.

"Oh no! The taste is still there!"

She quickly flew straight toward the bathroom, as Deems looks on curiously.

"What was that all about?" Deems asked.

Twilight whispers in his ear, making him laugh.

"Oh... Ha-ha-ha! I see. Well, rest a little my friends. You can tell the rest later."

Twilight nods in agreement, as she and the others took a seat for a well-earned rest after such an experience. Deems smiles at the equines, looking at the sheet music as Leopold approaches. The whole time he's been intrigued by the bravery these ponies have shown.

"I still can't believe they battled Zeus," The composer said, stroking his chin.

"Yes, it sure is a miracle," Deems said. "They've done many amazing things in those realms."

But then worry crossed his eyes as he turned to a sinister green colored songbook.

"But I wonder if they'll have that same luck... When they face _him_."

"You don't mean... The Sleeping Village?" A cellist asked, fearfully. "Nobody ever returns from there... Alive."

"That's exactly what I'm afraid of," Deems said.

Ever since these heroes arrived at their stand, Deems grew fond of them. These Equestrians went far and beyond, offering help to find the sheet music. Granted, they still have one realm to enter before they enter the green songbook. The portal to a world everyone in the room fears most. What kind of threat lurks within those notes? Will our heroes be prepared for it?

_That my fellow readers is a story for another time._


	13. Dance of the Hours

**Equestria**  
**Canterlot Theater**  
**Many hours later**

After such a heartwarming memory, the audience applauds as Twilight prepares to announce the second-to-last number. She was certain the audience will have fun with this.

"Now we're going to do one of the most famous and popular ballets ever written, _The Dance of the Hours_ from Ponchielli's opera _La Gioconda_. It's a pageant of the hours of the day. We see first a group of dancers in costumes to suggest the delicate light of dawn. Then a second group enters dressed to represent the brilliant light of noon day. As these withdraw, a third group enters in costumes that suggest the delicate tones of early evening. Then a last group, all in black, the somber hours of the night. Suddenly, the orchestra bursts into a brilliant finale in which the hours of darkness are overcome by the hours of light. All this takes place in the great hall, with its garden beyond, of the palace of Duke Alvise, a Venetian nobleman."

* * *

**Symphony of Sorcery**  
**The Orchestra Stand**  
**Present Time**

After their adventure within the Pastoral Symphony realm, our heroes took advantage of a well-earned rest. The Mane Six and Spike each kept themselves occupied while the orchestra was preparing for the next song. Twilight Sparkle, for instance, had spent the past few minutes studying the book Yen Sid granted her and with each turn of a page she grew fascinated with all the magic spells of which some she knew and then others she'd yet to learn. A door opens as Rainbow Dash emerged from the bathroom, an empty bottle of mouthwash is tossed out, and the Pegasus is wiping her mouth with her hoof.

"Finally got the taste out of my mouth," Rainbow muttered. "Thanks again for the mouthwash, Pinkie!"

But answer there came none, as Rainbow Dash eyed the room.

"Pinkie? Hello?!"

"Shh," Fluttershy hushed.

The yellow Pegasus points toward Pinkie Pie, who had been napping on the couch after all the wine she had been drinking.

"Boy, I've never seen a pony drink so much wine in my life," Spike replied. "Even Berry Punch pales in comparison to Pinkie's level."

"I just hope she's sober when she wakes up," Twilight said. "Mark my words, once we get back to Equestria, the first thing I'm going to do is book her an appointment for rehab."

"There's no need to be hard on Pinkie," Applejack said.

"Applejack, do you realize she could've had alcohol intoxication after Celestia knows how much wine she's consumed? I would expect this to happen with Rainbow Dash…"

"HEY!" Rainbow cried, offended.

"No offense," Twilight replied, turning to Applejack. "I'll never forget the time Dash drank too much of Berry Punch's… Well, 'punch', during Spike's birthday party. She passed out for the rest of the day!"

"It was a 'one-time' thing, Twilight," Rainbow retorts. "Come on, I'm sure 'you' did something like that long ago."

The unicorn/alicorn princess merely gives Rainbow Dash a serious frown, even Rainbow would know when a friend is not amused.

"Uh, heh-heh… Maybe not."

"So in other words," Vinyl spoke, to Twilight. "You were _boring_?"

That question was enough to make Twilight's eyes small as pinpricks.

"Boring?! Me?!" Twilight asked, offended. "Excuse me for using my brains before rushing into things. Some pony has to be more careful than others."

"You know, Twilight, it ain't _that_ bad to do something crazy or stupid once in a while," Applejack said, rubbing her neck. "I admit I'd know a thing or two."

"Yeah? Name one," Twilight said.

The red cheeks glowing on Applejack's face, along with the wide eyes looking side to side, was more than enough to show the embarrassment. All the other ponies, even Spike, waited in anticipation.

"Well… There was the time when ah lied so badly, the whole family ended up in the hospital. Hoo-wee, learned mah lesson shortly after."

"Heh, that's nothing," Vinyl shakes off. "You should've seen Octavia after she drank too much punch at the Grand Galloping Gala last year. She's playing her cello like an electric guitar, banging her head like a rock star, so much her little bow tie snapped right off her neck!"

"I thought we agreed we'd never bring that up," Octavia muttered.

Vinyl merely smirks and wraps an arm around her best friend, tugging her closely.

"It's like I said, everypony will remember that for a long time," Vinyl replied, leaning in. "Although, this coming from me, I love it when you get loose."

The grey mare merely blushed in embarrassment, but she knew what her friend was talking about.

"I, too, did some silly things in my life," Jiminy said. "But that's a story for another time."

Rarity feels a nudge on her shoulder and turns to the side. Applejack eyed her with a smirk, one front hoof folded over the other. Rarity frowns, she knew why her friend did that.

"Oh fine," Rarity sighs. "One time, I accidentally used magical remover potion on my mane and spent an entire day being a total mess. But fortunately, thanks to my creative mind, I managed to make myself fabulous again with a look every pony would adore."

"Oh yeah, I remember," Rainbow recalled. "That punk outfit and mane job really fit you!"

Twilight Sparkle stood mostly silent as all her friends related their most embarrassing, even 'dumb', moments throughout the years. Most of which Twilight remembered, having seen that for herself, but others she's only just hearing about. All this made Twilight really think before speaking her mind.

"Am I really that boring?" Twilight asked.

Every pony, Spike included, were silent with that statement while Jiminy Cricket looked at the group, one-by-one. Those who knew Twilight Sparkle well were wise to think and choose their words carefully. After all, there was no pony more sensitive than the Princess of Friendship… Except for Fluttershy of course, but that's beside the point.

"Um…" Spike thought, looking around. "Well, uh…"

"No… Not really," Rainbow shook her head.

"Depends on how you define _boring_," Rarity suggests.

"Hey guys!" Spike interrupts, pointing. "She's waking up!"

Saved by the bell, every pony turns toward Pinkie, who slowly opens her eyes and stretches out her hooves while releasing a great, big yawn. As she woke up, she scratches her head with her hind leg like a pup.

"Morning, guys," She said rubbing her eyes. "What I miss?"

"Eh, nothing important," Spike replied.

"How you feeling, sugar cube?" Applejack asked.

"Hmm… Despite a tiny headache, I feel… I feel… GREAT!" Pinkie cries, with glee. "I just had the craziest dream ever! So there I was, slowly falling and then I land on this platform that looks like those huge round stained glass windows. Like the ones in the Princesses' castle, only I was the one in it, along with a few things I love. Candy, birthday cake, you guys… Anyways, there was this boy with spiky hair and a huge key… Ooh, I had one too! We were fighting these black-colored meanies that tried to steal our hearts, not the 'romantic' way, and we won! Then we had this fun party with a group of living puppets, not like Pinocchio since he's made of wood, but the weirdest thing was most of them were animals. They were so funny; the bear is my favorite! Waka-waka-waka!"

Most of her friends were silent, as Pinkie Pie rambled on about her unusual dream. If you could just imagine the look on their faces, they didn't even blink.

"So… You weren't dreaming about cupcakes and balloons?" Rainbow asked, sarcastically.

"Oh, they were in there too," Pinkie replied. "But most of my dreams are always about me and my friends."

Pinkie pauses for a moment to face an empty wall, even tugging the screen toward her.

"But between you and me, this one was just to bring up fun references!" She whispered.

_Let go of the screen, Pinkie Pie. *Tugs the screen back in place*_

"Well, I just hope you've learned your lesson this time," Twilight said.

"Yes, I know," Pinkie nodded. "I promise to be more careful before drinking anything strong; but you have to admit, it was deeeeeelicious!"

Pinkie sighs dreamily, while Twilight just shook her head with a smile. Suddenly, Pinkie rose herself off the ground,

"Well, I'm awake now! Who's ready to find the next sheet music!?"

At the end of the sentence, Pinkie accidentally gave a hard smack right on Rainbow's flank. Rainbow's eyes widen, feeling 'where' Pinkie smacked her.

"OOOOWWW!" Rainbow yelled, in pain.

The blue Pegasus flew up in the air as the group of friends looked on. After a few seconds, Rainbow landed right on the nearby couch rubbing the side of her flank where her scar was.

"PINKIE PIE! That's where that God jerk hit me!"

"Who? Bacchus?" Pinkie asked, smirking. "Hmm… Kinky!"

"No, no, no, not him!" Rainbow defends. "The 'other' jerk… Zeus!"

"Zeus hit you?" Twilight asked.

"Hello! He hit me right on the flank with one of his lightning bolts!" Rainbow said, cringing with pain.

"Hmm?" Pinkie thought.

Pinkie lowers her hooves to the bottom of the page and pulls up the link to '_Symphony No. 6 ('Pastoral') Op. 68: The Wine Festival and The Storm_'. After observing that one paragraph, Pinkie nods.

"Oh yeah, I see it," Pinkie replies, dropping the link.

"I'm sorry I didn't notice that before," Twilight said. "I did make sure you wouldn't get hurt."

Twilight takes a close look at Rainbow's flank, as all the others came close. This was a bit embarrassing for the young Wonderbolt, not the way she wanted to get attention.

"Sweet Celestia!" Twilight cried. "He really hit you on the flank!"

"Tell me about it," Rainbow muttered.

"Dang, girl," Applejack replied, observing. "How does it feel?"

"Like my butt's on fire… What do you think?!"

"Why not give it a little kiss to make it feel better?" Vinyl joked. "Just pretend we're not here."

Rainbow Dash glares at the disc jockey, a heavy blush on her cheeks.

"Don't you have to remix songs on your little music table?!"

"Hey, I'm just joking," Vinyl replied. "No need to be aggressive, okay?"

As Vinyl tried to calm the Pegasus down, Jiminy hopped over to Rainbow Dash. Putting on a pair of glasses, he observes Rainbow's scar like an examination.

"It's not too bad, Rainbow. You're lucky it didn't hit the meat; just straight across your cutie mark."

Rainbow blew a bit of her hair out of the way, all the while nodding.

"The best we can do right now is bandage around it, to avoid infection," The cricket continued. "Pinkie Pie, would you happen to have some bandages, disinfectant and ointment in that mane of yours?"

"Now that's a silly question," Pinkie giggled, approaching Dash. "Lucky for you, Dashie, I always bring them along on adventures."

"Since when?!" Rainbow asked.

"Hush!" Pinkie replied, booping Rainbow's nose with her tail.

As Rainbow twitched her eyes, Pinkie kept digging through her hair until she took out exactly what Jiminy asked. She starts unfolding the bandages and sprays some disinfectant onto a fresh, clean rag.

"Now, let's see. Where should we start first?"

"Perhaps, I can be of assistance."

The ponies, along with Spike and Jiminy, turn to the side and saw Deems Taylor, who had been listening to their conversation. He even held a chuckle after Vinyl's teasing and all the funny stuff the equines brought up.

"How long have you…?" Rainbow asked, wide eyed.

"The whole time," Deems replied, offering a hand. "Allow me, Pinkie."

"Thanks, Deems!" Pinkie smiled.

Pinkie gives him the rag and bandages, which he took with pleasure. The Master of Ceremonies proceeds to kneel down, while studying Dash's scar.

"Mmm-hmm, Jiminy's right," Deems said, holding the rag tightly. "Luckily, wounds like this are easily treated. It's going to sting for a while, so it's best to stay still."

Beads of sweat escape Rainbow Dash, she nods while the rag gets close to her scar. Once it makes contact on the open wound, she hisses in pain as tears fall from her eyes.

"Be gentle with me," Rainbow squeaks.

"Don't worry, I will," Deems assures.

Deems gently rubs the rag against the scar. Granted, it still hurt, but Rainbow did her best to stay still and keep a straight face.

"So, I take it you had fun in the Greek landscape?" Deem asked the group.

"You bet your life we did," Rainbow replied, hissing a bit. "Some more than others."

"It was beautiful, Mr. Taylor," Fluttershy added. "It really felt like we were back in Equestria, and the inhabitants were very friendly."

"Yeah, we helped tons of them," Vinyl replied. "Rainbow taught this young Pegasus to fly and Rarity created fashion for the Centaurettes, the Centaurs went crazy for them after that. We even helped two centaurs who couldn't find love, like real matchmakers. Not to mention Octavia rescued a unicorn foal, with help from Applejack and yours truly."

"That's wonderful," Deems said, rubbing ointment along the scar.

"My favorite part was the party!" Pinkie said, gleefully.

"Of course, it was," Deems nodded.

"That Bacchus guy, he was great!" Pinkie continued. "We danced, we played, and even drank together just like real pals!"

Every pony sighed and shook their heads at the mere mention of her drunk stage.

"Ooh, wanna see a picture of him kissing Dash…" She added.

"PINKIE PIE!" Rainbow yelled, angrily.

On one hoof, Rainbow Dash was still in pain. But when she realized what Pinkie was going to do, she gave that death glare.

"Come on, Dashie," Pinkie smiled. "It's funny!"

"No, it was the most humiliating, disgusting moment of my life!" Rainbow argues. "Every time I think about it, I have to wash my mouth again… And I'm all out of mouthwash! Pinkie, I swear, you break your promise that you wouldn't show it to any pony, so help me…"

"Okay, okay, I won't show it," Pinkie said, then whispers to Deems. "I'll show it to you later. Wink!"

"Didn't you promise your friend?" Deems whispered back.

"Uh no… I only agreed if I 'Pinkie Promised', big difference."

"Too bad Zeus had to ruin everything," Spike said.

"We sure fixed him, didn't we?" Rainbow replied. "No biggie!"

It was the perfect moment for Deems, to ask of their encounter with the king of the heavens himself. As he placed the bandage around the wound, wrapping it around her hip and leg, the next question came to mind.

"How did it feel standing face-to-face with a God?"

"It felt like fighting Tirek again," Twilight replied. "Like facing an unstoppable force. I was scared, but I knew I had to muster up some courage to protect the inhabitants and my friends. I wasn't sure how I'd beat him, so Rainbow and I decided to distract him instead."

"Let's just say he wasn't very happy we disturbed his game," Rainbow added.

"Ooh, when the storm ended, Bacchus and the others declared us honorary gods," Pinkie smiled. "Pretty amazing, right?"

"Looks like you got yourselves a fan club," Deems joked. "But more importantly, the inhabitants are safe, and you had a wonderful time."

At the last moment, Deems made sure the bandage was wrapped tightly, as he rose onto his feet.

"Can you walk?" He asked Rainbow.

"I can try."

Now Rainbow was no stranger to injuries. Her right wing had been in a cast 'twice', mostly because she had been inattentive. This time, it was her flank's turn. She takes a few small steps, feeling almost no pain. As she walks around the stand and toward Deems, the wound stung a bit but otherwise not as badly as before.

"It hurts a little, but everything's okay," Rainbow said. "Thanks!"

"You're welcome," Deems replied. "Think you're ready for the next musical realm?"

Everypony turns toward each other, then nod to Deems.

"Follow me," Deems instructs.

Deems leads the group to the next songbook. Along the way, Twilight couldn't help but notice a peculiar songbook with an ominous green glow. She had no idea what awaits her and her friends in there, but just looking at it gave her an uncomfortable feeling. Fortunately, that wasn't the book Deems was leading them to… At least, not right away. Instead, Deems points them toward a different colored songbook: The Yellow one.

"I hope you're in the mood for ballet," Deems spoke.

"You mean like the _Nutcracker Suite_?" Fluttershy asked.

"Yes," Deems nods. "Actually, it's one of the most famous and popular ballets ever written: the _Dance of the Hours_."

"Ooh! Will we see dancing clocks?" Pinkie asked, excitedly. "Or do we dance on a clock? Or dance with clocks? That would be cool!"

Deems couldn't help but chuckle, shaking his head at the mare's silly nature.

"Not exactly, Pinkie," Deems explains. "The ballet is a pageant of the hours of the day and is also a well-known part from _La Gioconda_: The famous opera by Amilcare Ponchielli, one of the most important Italian composers after Verdi."

"Ah!" Every pony nodded, understandingly.

"Uh, what does _La Gioconda_ mean?" Rainbow asked.

"It's Italian for 'The Happy Woman'," Deems explains. "The story is a bit tragic and dark, I'm not sure if you wish to hear it."

"Ah, go ahead and tell," Rainbow encouraged. "After 'Rite of Spring', we'll take anything."

Deems still wasn't sure, especially seeing the expression on Fluttershy's face. But still, he nods in agreement.

"Alright then. The opera's based on a stage play by famous French writer, Victor Hugo. It is set in 17th century Venice, Italy, where a female singer named Gioconda gets harassed by an evil spy. The singer, however, is in love with a prince, who's disguised as a seaman, but he's in love with the wife of the Venetian Nobleman, Duke Alvise Badoero. The spy denounces both the prince and the duke's wife and even despite her feelings for the prince, Gioconda saves both him and the duke's wife, especially because the duke's wife is also her mother's protector."

"Aw, that's sweet of her," Fluttershy sighed.

"But the duke was convinced his wife was cheating on him and planned to poison her."

Everypony gasped in shock, as Deems continues.

"Luckily, Gioconda replaced the poison with a sleeping potion and took her rival to a safe place to be united with the prince."

Everypony breathes a sigh of relief; unfortunately, the Master of Ceremonies wasn't finished.

"The prince had been released from prison because Gioconda made a deal with the spy. If the spy helps her free the two lovers, Gioconda will become his forever. But in the end, she refuses to be his lover and kills herself, ending the story."

Their eyes went wide hearing how the story ends.

"Okay, that sure is tragic," Rainbow admits.

"I thought you said you could take it," Deems repeats what she said.

"Yeah… But I didn't expect it to be so… Dark."

"It s a very sad ending," Fluttershy nods. "But it was still very kind of Gioconda to give up everything to ensure her rival and the prince she loved are happy."

"I agree," Rarity added. "That was very generous of her."

"Well, what do you expect in an opera? A happy ending?" Pinkie said and gave a wink at some invisible wall no other pony could see.

"But what does _Dance of the Hours_ got to do with the story?" Applejack asked.

"As I mentioned, _Dance of the Hours_, or _Danza delle ore_ in Italian, is a dance about the hours of the day," Deems replied. "Dawn, noon, evening and night, all played during the third act of the opera."

"Huh," Applejack nods, understandingly.

"So, what do we face this time?" Vinyl asked.

"Nothing dangerous, I can tell you," Deems assured. "No evil spies or people killing themselves. Nope, just various dancers doing their daily routine. Who knows? Maybe things will turn out differently today."

"So… No bad guys to fight?" Rainbow asked, as every pony roll their eyes.

"None whatsoever," Deems shook his head. "Just a little fun. You could use it after all the excitement you've been through."

"You got a point there," Applejack agreed. "Ah wouldn't mind takin' it easy for once in the next realm."

"Me too," Fluttershy said, as the others nod in agreement.

"Well then, I hope you'll have a great time finding the sheet music," Deems said, then realized. "Oh, and two more things. First, the dancers looks a bit different than you might expect. Secondly, I received these from Master Yen Sid. He asks you to wear them to fit in with the four groups you'll meet along the way."

Leopold pulls along a clothing rack with a collection of ballet costumes: Eight ballerina suits with tutus, each in a different color, and two black leotards for male dancers, one for Spike and a tiny one for Jiminy. This surprised our heroes completely.

"Ballet costumes?" Octavia asked. "For us?"

"That's right," Deems replied. "Go ahead, try them on."

Everypony approaches the clothing rack, taking a good look at the outfits. It didn't disappoint them at all.

"Oh my, these are adorable!" Rarity replied.

"Dibs on the blue one!" Pinkie called out, grabbing a turquoise blue ballet costume.

"I like the green one," Fluttershy points out, touching her hoof to an emerald green ballet costume.

All of them couldn't help but stare at the outfits. The only pony who wasn't really interested is Rainbow Dash, even after Rarity made dresses for her and her friends for the Grand Galloping Gala a while back. Looking at the outfit, she admits the rainbow colors made the suit look awesome. But getting into it… Now that's a different story.

"Is there a fitting room we can use?" Rarity asks, grabbing a purple suit.

"Rarity, do I really have to say it again?" Applejack asks, bluntly.

The white unicorn knew what Applejack meant, moaning in defeat. As she puts on the suit, it wasn't long before the others dressed up as well. All, except one pony in the corner.

"Come on, Dashie!" Pinkie yelled. "Dress up!"

"WHAT?!" The blue Pegasus yelled, wide-eyed. "Oh, no! I may watch musicals and enjoy being pampered at the spa, but I'm not, I repeat… I'm NOT wearing a ballerina suit and doing ballet!"

"Hold it right there!" Pinkie yells, in a demanding tone.

Every pony turns toward Pinkie Pie, who slowly approaches Rainbow Dash, who looks uncertain. She stares at Rainbow Dash for a moment until…

"You actually like getting pampered at the spa?"

The blue Pegasus felt like she said too much, blushing with embarrassment.

"Come on, sugar cube," Applejack ushers, wearing a brown suit. "Ballet can be fun!"

"You call dancing in a tight suit and tutu in front of every pony fun?" Rainbow asks, sarcastically. "I call it pure humiliation!"

"Oh pfft! That's silly talk, darling," Rarity objects. "Ballet is about grace and beauty. Those who mock are creatures who don't appreciate such visualizing art."

"Be that as it may, I'm NOT ruining my reputation wearing that," Rainbow protests, pointing at her outfit.

"Didn't you dance along with the thistles?" Fluttershy asked, already in her outfit.

"Hey, that was different! One, the dance was wilder and second, I did not have to wear a costume!"

"She does have a point about these suits," Spike admits, stretching his leotard. "They sure are tight."

Spike releases the leotard with a SLAP to the cheeks.

"Ow! Ooh, that smarts!"

"I think you look smashing, Spikey-Wikey," Rarity complimented.

"Aw, thanks Rarity," Spike blushed.

"I'm still not doing it!" Rainbow argues. "I'm not humiliating myself and there's nothing you can do about it!"

Seeing Dash was being her usual stubborn self, the other equines whisper amongst themselves. Spike and Jiminy Cricket lean in, nodding understandingly. The equines nod as well before facing Rainbow Dash and walk toward her.

"Alright Dash, you win," Applejack said. "Ya don't have to wear the suit."

"If that's your decision," Twilight said, once they encircle the blue mare. "We accept."

"Really?" Rainbow asked, oblivious. "Thanks for understanding."

Twilight turns to the others with a small wink. The others wink back in return.

"GET HER!"

The moment Rainbow dash heard, her eyes widening flat, it was too late. She stood no chance once all the Equestrians piled atop of her, holding her down to the floor while she struggled.

"Hey, what do you think you're doing?! Let me go!"

But the others made sure she went nowhere, as Twilight looms over her with her horn glowing. The rainbow-colored ballerina suit floats next to the lavender unicorn/alicorn, hovering over Rainbow Dash, who gasps in fear.

"No! NO! Don't you dare!"

Rainbow struggles harder, as Twilight slowly brought the suit close to the Pegasus. There is a struggle and a few tugs as she gets the suit on her. Finally, once released, Rainbow checks out the outfit she is wearing, blushing hard.

"Why?!" Rainbow asked, humiliated. "Why are you doing this to me?!"

"If we're going to the realm in these, we're doing it together," Twilight states. "Whether some pony likes it or not."

"Fine…" Rainbow frowns, folding her arms.

Once all the others were dressed, they approached Deems who stood next to the songbook.

"Oh my," Deems replied. "You look absolutely gorgeous; your outfits fit you to a T."

Twilight chose the yellow one, while the two musician ponies went for a pink suit with a black tutu. All three, including Fluttershy, had their manes tied into a bun. As for Jiminy, he too had trouble wearing a tight suit, but it didn't take long to get used to it. Rainbow was still pretty mad, crossing her arms without saying a word.

"Thank you, Mr. Taylor," Twilight said.

"Look at us, Tavi!" Vinyl said, wrapping an arm around her friend. 'We have matching outfits, like duet dancers… In a non-romantic way, that is."

Octavia couldn't help but smile, as she knew her friend meant well. The DJ pony even decided to take off her trademark glasses for a little while.

"Guess we're ready to go!" Applejack announces.

"Alright then," Leopold nods. "This portal will bring you to Ca' d'Oro, Duke Alvise's palace. You'll find all the dancers live there. Best of luck to you all!"

"And remember," Deems added. "Have fun!"

Twilight nods, standing in front of the songbook.

"Alright, every pony. Gather around!"

Every pony approached Twilight, as she charged her horn and fires at the book. The portal opens, music notes surround the group and bubbles cover their vision shortly before fading away.

Eventually, our heroes look toward their surroundings and discovered they were in front of a huge palace. The Equestrians couldn't help but stare in wonder.

"My stars!" Rarity explains, with sparkling eyes. "What a beautiful palace!"

"That must be the Ca' d'Oro!" Twilight observed.

"Did you know it means 'house of gold' in Italian?" Jiminy asked, wonder if any pony knew that.

"Ooh, sounds fancy!" Pinkie said. "Looks fancy, too!"

"It does fit well," Applejack nods. "Given this duke Alvise fella must be rich."

"I wonder if we'll meet him," Rarity thought.

"I wouldn't know for sure," Octavia said. "Deems did say the dancers live inside and that they're very different."

"I wonder what he meant by that," Spike pondered, scratching his chin curiously.

"Well, only one way to find out," Twilight declares, walking ahead. "Come along, every pony!"

The ponies and their friends trot forward, approaching the staircase leading straight toward the palace doors. They noticed a symbol on each door: A lyre on the left side and a sundial on the right.

"That's quite a door," Applejack admired.

"I know!" Pinkie added, in awe.

Pinkie hops toward the door aiming to open it. Before she could, the doors seem to open all on their own. In a way, this moment was reminiscent as the doors that led to Yen Sid's tower.

"What is it with doors opening by themselves, today?" Spike asked, startled.

Nevertheless, they continued their way inside, walking down a seemingly long hallway. If they thought the exterior was a sight to behold, they've yet to see the interior of the palace. Rarity herself couldn't help but admire the architecture all around her.

"It's so big here!" Pinkie said, gazing at the ceiling.

"Sure is!" Jiminy nodded. "It makes me feel even smaller."

"I just can't believe I have to go with you to a palace wearing this!" Rainbow grumbled, referring to her outfit.

"Oh, don't act so rude, Rainbow Dash," Rarity said. "You can learn a thing or two about ballet; besides, you look gorgeous!"

Rainbow silently growled until they stopped before a pair of curtains. Suddenly, the curtains part ways revealing a ball of black-and-white feathers with a pink bow atop a few marble stairs. Our heroes slowly ascend the stairs for a closer look.

"What is that?" Octavia asked.

"It's so… Fluffy!" Pinkie said, reaching her hoof out.

"Pinkie Pie, don't touch it!" Twilight warned. "We don't even know what it is and if it's dangerous or not."

"What's so dangerous about something that's fluffy?" Vinyl asked.

"You have no idea," Twilight replied.

Suddenly, the curtains up front open as well, revealing the light of dawn. All at once, the feather-ball began to stir.

"Step back, every pony," Twilight said, ushering every pony backward.

While doing so, they watch as a leg appears from underneath, stretching upwards. It didn't truly take long for a head to pop out as well. Now they could see just what this feather-ball truly was.

"It's an ostrich," Fluttershy smiled, surprised.

"With ballet shoes, a ribbon around the neck and a bow on its head?" Rainbow asked, raising an eyebrow.

"She looks lovely!" Rarity said.

"How do you know it's a 'she'?" Applejack asked.

"Isn't it obvious? The pink bow? The matching slippers? Even the perfume she's wearing gives it away."

The flightless bird, oblivious to the equines' presence, rose from the ground and yawned. It was then she noticed the Equestrians, much to her surprise. Yet, as she looked at them, she smiles warmly.

"Oh, hello there," The ostrich greets, with a French accent.

It was our heroes third or fourth encounter with an animal speaking to them, and it still took them by surprise.

"Uh, hello," Twilight said, finding her voice. "Sorry if we disturbed you, Miss Ostrich. We didn't mean to wake you."

"Oh, don't be, I'm an early bird anyway," The ostrich replied, giggling at her own joke. "Get it? _Early bird_?"

Some of the ponies couldn't help but laugh, even Spike and Jiminy released a chuckle.

"She's funny!" Pinkie giggled. "I like her already."

"I bid you welcome to Ca d'Oro: The finest dance academy in the world," The ostrich announced. "My name is Mademoiselle Upanova. What's yours?"

"I'm Twilight Sparkle, the Princess of Friendship," Twilight introduced. "And these are my friends: Applejack, Octavia, Vinyl, Spike, Rarity, Fluttershy, Pinkie Pie, Jiminy and Rainbow Dash."

Everypony waved except the blue Pegasus, who was still peeved for wearing a ballet uniform.

"Sup," Rainbow Dash spoke, dryly.

"It's a pleasure," Madame Upanova bowed. "What an honor it is to have a princess here! And your outfits are adorable, especially the pink ones. Pink is my favorite color."

"What a coinky-dink!" Pinkie said, with a beaming smile. "Mine too!"

"Wait a sec!" Vinyl interrupts, surprised. "This place is a dance school"

"Doesn't it belong to a Duke?" Octavia inquired.

"Oh, you're referring to Duke Alvise," Madame Upanova answered, understanding. "Well, you see, I can't even say. None of us knows what happened to him. Word has it he disappeared ages ago, leaving the palace empty. Me and two other lead dancers bought the palace together and turned it into a ballet school. It's a huge success, home to many students here. All of them girls."

"You mean there aren't any boys in your school?" Spike asked.

"No, but we make a few exceptions. Now if I may ask: What have you come to do? Dancing, I presume?"

"Not exactly," Twilight admits. "We're looking for sheet music, some friends of ours lost one. Have you seen it?"

The ostrich ponders hard before she finally answers.

"I don't think so."

"Are you sure?" Rainbow asked.

Madame Upanova nods, causing every pony to sigh with disappointment.

"Well, guess we have to keep ourselves busy until it appears like the previous realm," Applejack concludes.

"We could use the time to learn ballet," Jiminy suggests. "After all, Deems did say we should have some fun while we're here."

Every pony, except Rainbow, nods in agreement.

"Well, if you wish to learn ballet, you've definitely come to the right place," The ostrich replied. "I wouldn't mind offering a lesson; I was about to wake my students anyway."

"Oh, you don't have to," Octavia said. "We don't want to be a bother."

"Nonsense, dear. We'd love to dance for you. Why don't you sit at the bottom of the stairs, while I get my students in tip-top form?"

"We'll do just that," Twilight said.

The princess walks toward the bottom of the stairs to take a seat, while her friends follow close behind. The only member lagging behind is Rainbow Dash, who had an irritated look as if she were losing her patience.

"Crazy idea, Twi: Let's skip this realm and go to another one. We can just tell Deems we tried our best to find the sheet music and we hit a roadblock."

"WHAT?!" Twilight gasped. "How could you say that? We made a promise to Deems!"

"He's counting on us to find them," Applejack agreed.

"All of them?" Rainbow groaned.

"ALL of them," Twilight emphasized, seriously.

"Alright fine," Rainbow spoke. "You guys can go looking for sheet music in this realm all you want. Meanwhile, I'll just wait in the orchestra stand until we can go to the next realm together."

"You can try," Twilight answered. "But the portal won't appear until we've found the sheet music in this one."

Rainbow was about to protest, but at this point she knew she had lost. She drops to her hindquarters along the staircase, retaining a grumpy look on her face which otherwise would be considered cute to others. Yet, this did not go unnoticed by a certain pink party pony, who leans toward Twilight.

"I know it's because she's wearing that outfit," Pinkie whispered. "But maybe that scar on her butt is making her grumpier."

"Could be," Twilight replied. "I know she can be rude about some things, but this time she seems to be taking it personally."

"Hey guys, look over there!" Jiminy points out.

The ponies turn toward the cricket's direction, as the ostrich was dancing towards her sleeping students.

The students were lying along the sidelines of the steps, folded into feather-balls. Madame Upanova moved gracefully toward the left, lifting a leg above one of them and gave a light stroke along the back.

"Step lively, girls," Madame Upanova announced. "Rise and shine!"

Upanova walks away, while the students woke up. The only noticeable difference between the teacher and the students was how the latters' bows and shoes were blue-colored rather than pink. Though yawning sleepily, they greet each other with a smile. Madame Upanova did the same along the right side, waking the others. One ostrich stood up completely doing her morning exercise by jumping, causing the other ostriches to stare.

"Looks like that one's in the mood alright," Applejack chuckled.

Once awoken, all the students performed various tasks: Some tightened their shoes, others stretched their legs, and a handful merely adjusted their feathers. All the while their teacher strolled down the stairs, past our heroes.

"Come along, dearies," Madame Upanova announced again. "We have visitors."

The students followed their teacher as she introduced them to the Equestrians, all of them were rather surprised.

"Girls, say hello to Princess Twilight Sparkle and her friends," The ostrich introduced.

As if on command, the ostriches greet the ponies and their companions one-by-one.

"It's really nice to meet all of you too," Fluttershy replied, shaking one of their wings.

"Now that we've all introduced ourselves," Madame Upanova continued. "I believe we should grant our guests a light demonstration of our capabilities."

"That would be lovely," Octavia replied.

Upanova and her students took a few steps away from the Equestrians, who paid close attention to the steps. Upanova performs a pirouette, making the others walk around her in a circle. Once they've encircled her entirely, they position their wings in the air to cover their teacher while each student balanced on one leg. Suddenly, Upanova thrusts high into the air, as many feathers were shed, causing the Equestrians to open their mouths wide in awe.

"Wow!" They yelled.

Once high enough, the ostrich teacher slowly descends to the floor while twinkling her feet and fanning herself with one of her wings. The whole time Jiminy Cricket held his glasses over his eyes, as if to make sure his vision wasn't deceiving him.

"Incredible!" Jiminy gasped.

"She's divine!" Rarity complimented.

"She's like an angel," Fluttershy added. "I didn't know ostriches could be as graceful as swans."

"Looks like a show-off, but she sure is talented," Applejack nodded.

While her students dance on their toes, Madame Upanova got closer to the floor. She spreads her legs, so her heels would touch it, but they spread too wide causing her to fall on her bottom with a hard thud. The Equestrians couldn't help but laugh at that funny display, even the students could barely contain it while bowing their heads respectfully. Nonetheless, the ostrich teacher took it in stride, gracefully rising from the floor with her feet crossed. The ponies and their friends applaud the teacher as she turns toward them.

"That was truly magnificent!" Octavia cheered, clapping her hooves.

"A marvelous performance indeed," Rarity agreed.

"Thank you, dear," Madame Upanova bowed. "But that was merely the beginning. Now, if you'd kindly stand up, it's time for your first lesson."

"Oh goodie-goodie!" Pinkie clapped her hooves, excitedly.

"Oh brother!" Rainbow sighed.

They all stood up as Madame Upanova came closer to them, while all her students stood in a horizontal line behind her.

"Now, we begin with moving the legs in and out, followed by standing on the tips of your feet, or hooves in your case, and then we cross them."

Although Pinkie Pie and Rarity were the only two who knew a bit about ballet, Madame Upanova noticed that this would be a first time for the others.

"Remember: Just do exactly what I do, and you'll do fine."

Upanova then turns toward the small cricket and the baby dragon. She flutters her eyes, followed by a flutter of her bow tie. The two boys couldn't help but blush a shade of crimson pink.

"I'm not dancing," Rainbow complained, again.

"Rainbow, will you stop that?" Applejack frowned. "We're all doing it, so it's best you join along."

The blue Pegasus grumbled under her breath, as she rose from the floor to join them.

"If the Wonderbolts ever hear that I've been doing ballet, so help me," Rainbow muttered.

With everypony at the ready, Madame Upanova performs a small solo dance, skipping to the left swaying her legs in and out a few times. She then skips back to the center repeating the same steps, before moving toward the right to repeat the dance again. Until at last, she arrives back along the center, standing on the tips of her toes and crossing them once.

Our heroes copy the dance as best as they could, but ballet was not something to take lightly. This dance proved more difficult than it appeared. Fortunately, Rarity helped her friends along by giving a few pointers to make it easier. Rainbow, of course, showed little interest and made smaller versions of the moves while keeping a sour expression.

As Twilight tried to keep up with the steps, she noticed a certain pink mare having no trouble with the dance. In fact, she was dancing 'perfectly' and was already enjoying it. As she danced, she couldn't help but sing a tune.

"_Hello Muddah. Hello Faddah. Here I am at Camp Granada_!"

"Pinkie, what are you doing?" Twilight asked, confused.

"Singing, of course," Pinkie replied. "You should try it; it always helps me. Bet you can't tell me what the song is!"

Twilight shook her head, making Pinkie shrug and sing further.

"_And they say we'll have some fun if it stops raining_."

Meanwhile, Upanova's students danced in-sync, getting closer to her while standing on the tips of their shoes and crossing their feet. There was one student who wasn't keeping her head at the dance, but it didn't take long for her to realize that before she quickly danced along with the others. Soon the students surround a pathway that led to a small pedestal by forming two lines.

Our heroes joined the students, while the ostrich teacher danced her way to the pedestal. From there, she grabs a cornucopia filled with fruit before dancing back toward the dancers and the Equestrians.

"Well done, girls," Madame Upanova congratulates. "The same to you and your friends, Your Majesty."

"Thanks, but you can call me Twilight," Twilight offers. "I'm not entirely comfortable with the 'Your Majesty' thing."

"Of course. However, I can't help but notice your blue friend, Rainbow was it? Seems she could use a little more help. Perhaps with enough practice, you would be great ballerinas."

"Don't worry about her, Miss Upanova. We'll help her any way we can… Right, Rainbow?"

The little unicorn/alicorn glared toward Rainbow, who folds her arms and rolls her eyes. Fortunately, Madame Upanova took no notice as she displays the fruit to her students.

"Alright girls, who wants a snack?"

The moment the students saw the fruit, their beaks smack together hungrily. Our heroes couldn't help but feel hungry too.

"Ooh, ooh! I do! I do!" Pinkie waved.

The others agreed too, even Twilight couldn't help but lick her lips.

"Alright, get ready," The ostrich teacher said.

Upanova throws numerous fruit toward the Equestrians and her students. They quickly caught them in their hooves, while Spike caught two apples, one for him and the other to Jiminy, who stood along his shoulder. Pinkie took a banana, Applejack a simple apple, Fluttershy an orange, Rarity some green grapes, an apple for Rainbow as well, Twilight a pear, and a pineapple for Octavia and Vinyl to share. The other students, however, ate their fruit whole. Some of which lodged in their throat at first, but they managed to swallow them.

"Mmm… Delicious!" Twilight smiled.

"Boy, I really needed this!" Jiminy said, taking a bite from his apple.

Madame Upanova took a bunch of purple grapes for herself, throwing the cornucopia aside. Suddenly, the students start taking some of the grapes from their teacher.

"Hey, hold on!" Madame Upanova said. "Haven't you had enough? Stay away!"

The Equestrians saw the ostrich teacher trying to keep away from her students.

"Uh oh, looks like they have a little disagreement," Spike noted.

"Sounds like a job for… The Guardians of Harmony!" Pinkie declared.

Every pony turned and noted that their friend appears dressed in a superhero cape, a determined look across her face. Pinkie could see that her friends were confused.

"What? We got to have a group name, right? Now, most ponies call us the 'Mane Six', but sometimes that's not always the case. I'm thinking, and I'm just spit-balling, why not 'Guardians of Harmony'? It's catchy, but we could use either-or. Depends on any pony's taste."

But this did not seem to help as the group was more confused than before.

"Pinkie, we'll discuss this later," Twilight spoke. "Come on, everypony! Let's help those ostriches!"

Every pony nodded, agreeing that they needed to intervene. They follow the squabbling ostriches into the garden, one ostrich ran too fast and accidentally bumped against a pillar, making her slightly dizzy. Our heroes made a big slide before rushing outside. Applejack accidentally kept sliding, as a sound of crashing and items hitting the ground were heard.

"WHOOOOOOAAAAAAA!" She yelled.

The rest had reached the fountain where the ostriches still attempted to take the grapes from Upanova.

"Go away!" The ostrich teacher yelled.

Twilight tried to push between Upanova and her students, which proved a bit tricky.

"Easy girls, easy. Can't you share? Share and share alike?"

"Keep away!" Madame Upanova yelled again. "These are my grapes!"

But the students wouldn't listen, continually trying to take the grapes from her, using their long necks to their advantage. One of them got a grip, as both she and Upanova pulled hard. Suddenly, the grapes slip from the teacher's beak and into the fountain.

"Aw, talk about losing your lunch," Pinkie frowned.

To say that Madame Upanova was angry toward her students was a huge understatement.

"Now look what you've done!" Madame Upanova shouts.

"Don't worry, I can try to fish it out or dive after it!" Pinkie said.

Pinkie held a fishing pole in one hoof and a diving mask with a snorkel in the other way, while every pony else watched the grapes sink. Just as she was about to go in, everyone noticed some bubbles emerging from the water.

"Bubbles?" Vinyl asked, confused.

The bubbles scared the ostriches out of their wits and our heroes watch them run away.

"Don't go away!" Spike called. "It's just bubbles!"

"Yeah, there's nothing to be afraid of!" Pinkie added.

But despite their encouragement, the ostriches had faded into the distance and never came back.

"Okay, seriously?" Rainbow remarked. "You gotta be pretty lame to be scared of a couple bubbles."

But none of them noticed that something else was emerging from the water. Jiminy Cricket looked behind him, as his eyes went wide.

"Uh, guys? I don't think it's the bubbles they're afraid of."

They all turn back toward the fountain and before their eyes the large head of a female hippopotamus emerged. It looked toward our heroes with a flutter of her ears, followed by a snort of water through her large snout as she fully emerged from the water. She holds the grapes, which the ostriches lost from their earlier scuffle, and plops the fruit into her mouth. Our heroes couldn't help but stare silently.

"Um, hello?" Fluttershy greets, breaking the silence.

"Oh hello," The hippo spoke, sweetly. "Excuse me a second."

The hippo wiggles her legs and shook her rear to shake off the excess water dripping along her frame.

"Pardon me, I wasn't expecting guests today."

Though a bit bizarre seeing her stand on the fountain she swam, the Equestrians shook it off.

"That's okay," Twilight spoke. "But who are you?"

"Hyacinth, dear," The hippo replied, emerging from the fountain. "Hyacinth Hippo."

"Are you one of the lead dancers, who Madame Upanova mentioned?" Octavia asked.

"Ah, you met Upanova? She couldn't be more correct. Doing her morning routine, I presume?"

"Yes, indeedy!" Pinkie replied. "She and her students ran away from the bubbles you blew though."

"Oh, poor Upanova," Hyacinth chuckled. "She and her students always get scared easily."

"Kind of like a certain friend of ours," Spike said, motioning Fluttershy.

The yellow Pegasus merely hid her face behind her mane with a blush as Hyacinth continued.

"But if I may ask, who are you?"

"I'm Twilight Sparkle, the Princess of Friendship," Twilight introduced once more. "This is Applejack, Rainbow Dash, Pinkie Pie, Spike, Jiminy, Octavia, Vinyl, Rarity and Fluttershy."

"I'm truly honored, princess," The hippo bowed.

"Please call me Twilight," The lavender unicorn/alicorn replied.

"Of course, Twilight," Hyacinth nods. "Anyways, have you come here to study dancing?"

"Um, a little. We're mostly searching for a missing sheet music. I don't suppose you've seen one of those around, have you?"

"As a matter of fact, I did!"

The ponies' ears perk up joyfully the moment Hyacinth confirmed. Even Rainbow smiled, hoping this means they can leave this realm behind them.

"You did?" Rarity asked. "Where? When?"

"Along the garden, just this morning," Hyacinth answered. "I've tried catching it for a closer look, but it simply floated away."

When they heard that, the Equestrians lower their heads in disappointment.

"Oh…."

"Well, at least somebody's seen it," Jiminy said. "That's a good thing.

"I'm sorry you missed it," Hyacinth apologized. "Had I known it was that important, I'd sooner chase it and captured it for sure.

"That's very kind of you," Twilight said. "But I'm sure it'll appear again one way or another."

"She probably wouldn't have caught it anyway," Rainbow replied. "Not to mention dance with all that junk in the t…"

But before Rainbow could finish, Applejack placed a hoof over her friend's mouth.

"R.D., ah'm no stranger to honesty," Applejack explains, scowling. "But even ah know when I'm going too far and what you just said was plain rude!"

"She's right, Rainbow," Jiminy said, landing atop Rainbow's muzzle. "I get you don't like your outfit and have no interest in ballet, at all. But that don't give you the right to insult people that way."

"You'd be surprised what hippos are capable of," Pinkie added, smiling.

Now it's worth noting that the lead dancer of noon hour can be quite sensitive. But fortunately, she's not easily offended.

"Would you like to dance along with me?" Hyacinth asked.

Everypony, except Rainbow Dash, accepts the offer with a smile.

"We'd love too," Fluttershy said.

"Splendid!" The hippo clapped. "We can begin right now, if you want. Who knows? With enough practice and effort, you could be the next Pavlova or Baryshnikov!"

"I don't wanna be the next anything!" Rainbow spoke up, suddenly. "I only came to this silly realm, dressed in this stupid outfit, because everypony made me!"

"Rainbow, for Celestia's sake!" Rarity frowned.

At this point, all the Mane Six and their friends were getting tired of their friend's rudeness. Hyacinth, on the other hand, crouches toward her level for a better look.

"Ah, you got fire in the belly and an excellent figure to ballet for a pony. Very good, but it takes more than a sleek body and belly-fire to be the next Pavlova."

Rainbow felt a hand brush against her belly and slaps it away.

"Look lady, I hate to break it to you, but ballet is for sissies and wussies!"

Her friends gasped at her words, fearing Hyacinth would get mad. But to their shock, she merely laughed it off. Even Rainbow was confused with this reaction.

"I'm afraid you're terribly misinformed, my dear," Hyacinth explained. "Ballet is for the strong, the fierce, and the determined. But for sissies and wussies? Never!"

Despite everything the hippo said, Rainbow still didn't seem convinced. Hyacinth decides a different approach was in order, so she stands up and calls out:

"Oh, girls!"

The Equestrians turn to the left, noticing six other female hippos, each dressed in a pink tutu with matching shoes, emerging from some pillars and danced their way down a small flight of stairs. They came in pairs, holding three items: A yellow tutu, a powder box and a golden handheld mirror. Our heroes couldn't believe they were seeing dancing hippos, animals considered the heaviest on the globe.

"Told you they were surprisingly graceful for their size," Pinkie smirked, to her friends.

"Sure could lose a few pounds, though,' Vinyl replied.

"Vinyl!" Octavia frowned.

"Just kidding!" Vinyl answered, innocently. "But seriously, they could."

That last sentence made Octavia frown again, even if she knew her friend could be rude at times.

Meanwhile, the hippos danced around Hyacinth as they placed the tutu around her waist. She was already wearing her yellow shows; it was a miracle she didn't have sore feet from either walking or standing on her feet. Hyacinth adored her tutu, as her students treated her like a queen. One hippo held the mirror before her, while another held up the powder box for her. Hyacinth grabs the powder puff, powdering her face and underneath her armpit while looking at herself in the mirror. When she was finished, she tiptoed towards the Equestrians.

"That's better. Now, are you all ready?"

Everypony nods.

"You're lucky it's noon," Hyacinth replied. "Now the lessons can begin."

"You do whatever you please, but count me out," Rainbow said, rudely. "I don't need this."

Rainbow was about to walk away, when a certain yellow friend of hers stood in front of her.

"Rainbow Dash, can't you at least give it a chance?"

"No, Flutters!" The blue Pegasus responds, while walking. "I've never liked this fru-fru nonsense and I never will. I'm out of here and out of this stupid outfit!"

Rainbow tried removing her ballet outfit, but this proved very difficult. She even used her teeth, trying to pull it off but it seemed to cling to her body. But while she was busy pulling and tugging, she hadn't noticed her body doing something she never did before.

"Come on, you stupid thing!" She grunts. "GET OFF!"

"Oh Rainbow, please!" Rarity plead. "Don't ruin that… Outfit?"

It was then Rarity saw the most unusual sight, even the others couldn't help but stare. Believe it or not, Rainbow Dash was dancing ballet without realizing it. All while Hyacinth looked on with her hands over her hips, as if to say, 'Told you so'. Suddenly, Rainbow stopped trying to remove her outfit and acknowledged this strange feeling inside her.

(_Continue music_)

"Wait, what's this feeling?" She smiled, dancing further. "Joy of movement increasing; love of dance impossible to resist!"

"Is she doing what I think she's doing?" Vinyl asked, surprised.

"I think so," Twilight said, smiling.

"Hoof tips… Twinkling!" Rainbow shouts.

Rainbow twinkled cutely with her hindlegs, making a big slide towards Hyacinth, who nods in approval.

"Look at me, everypony!" Rainbow announced. "The greatest flier in Equestria, doing ballet… AND SHE LOVES IT!"

"See?" Hyacinth points out. "It's no crime to try; if you're ready, just follow my lead."

With that said, Hyacinth began dancing while the others did their best to mimic her every move. Even Rainbow danced along, but this time with enthusiasm.

"That's it," Hyacinth encouraged. "You're doing great!"

"You were right, Pinkie," Rarity said. "She is quite dainty on her steps."

"Yeah, she's not bad at all," Twilight commented.

"It makes her adorable in her own way," Jiminy added.

Then Hyacinth danced toward her hippo students, all standing in a line. The first, the third and the fifth posed with their hands above their head, while Hyacinth exchanged handclaps with the second, the fourth and the sixth.

"Ooh, ooh, ooh! Now me! Now me!" Pinkie yelled, excitedly.

Pinkie Pie holds out her hooves, exchanging handclaps with the hippos as well. Or in her case, 'hoof claps'.

"And now, le pièce de résistance," Hyacinth announced.

Hyacinth performs a few pirouettes, then twirls her entire body until all her body fat covers her head. Once she stopped, all that fat goes back toward her belly.

"Sweet dance," Rainbow said, appreciating the dance. "Let me try something."

She stands on one leg, then performs a few pirouettes and spreads out her wings while twirling her body till she soars high into the air. Everybody and every pony gazed toward her in awe. Soon, she folds her wings and plummets toward the ground while twirling, spreading her wings again and crossing her legs four times, concluding with a soft, graceful landing.

"Whoa!" The Equestrians and hippos said, in astonishment.

The whole time standing there, Rainbow Dash takes a few deep breaths after performing such a brilliant display.

"You see that? I did like a little arabesque, followed by some pirouettes to get in the air with the help of my wings and allow myself to drop to perform an entrechat quatre… Not that I'm into that kind of thing."

"Bravissimo, Rainbow Dash," Hyacinth clapped her hands. "You're a quick learner."

"Wow, sugar cube," Applejack replied, nodding. "For somepony who ain't into ballet, you gave a really great performance."

"You totally got my respect, fly girl!" Vinyl added.

"You should totally add that during your Wonderbolt show," Spike advised.

"Uh… Dancing in front of the Wonderbolts and other ponies?" Rainbow asked, eyes wide. "Yeah… No offense, Spike, but I rather leave this kind of dancing to Rarity."

"Hmm… You seem very conflicted, Rainbow Dash," Hyacinth noted. "You love ballet yet fear everybody will laugh at you."

"They used to call me names back at flight school," Rainbow whimpered. "That was the worst."

Suddenly, Rainbow felt a light hand on her shoulder and turns toward the hippo's eyes.

"Believe it or not, I know just how you feel. I, too, had been bullied when I was little. People laughed at me because of my… Physique. I always wanted to be a ballerina, but those bullies used to make me feel insecure. So much I almost abandoned my dreams."

Twilight and the others couldn't help but sympathize with her.

"That is so sad," Twilight spoke, softly.

"Wow, I never realized you had it so rough," Rainbow said. "But you didn't seem offended by everything I said."

"That's because I have a good family and three great friends who support me through the most difficult trials," Hyacinth explained. "If it weren't for them, my dream wouldn't be a reality. Since that day, the things those bullies said were nothing but empty words."

Twilight smiled at her words, reminded of how she herself wouldn't be the princess she is now without the support of her family and friends. While Rainbow Dash looked on awestruck, she placed another hand on her shoulder for comfort.

"Don't ever let people keep you from doing something you like," Hyacinth advised. "Even if it looks silly in their eyes, you need no one's approval but your own. Even if you can't face them alone, you always have friends to help you."

"She's right, sugar cube," Applejack said. "We'd never laugh at you on purpose.

"Unless it's funny," Pinkie added, smiling.

"They have a point," Jiminy said. "Bullies laugh at you just to hurt you, but sometimes you gotta take jokes when it comes to your friends."

Rainbow turns to her friends, each giving her brimming smiles of confidence. It surely raised her spirits, filling her heart with determination.

"You're right," Rainbow agreed. "Why should I care what others think of my dancing? I love it, that's important. Mark my words, at the next aerial show, I'll show every pony how awesome ballet is. If they still laugh at me, so be it."

The Equestrians cheered for her, stomping their hooves to the ground.

"That's the spirit, Rainbow!" Jiminy cheered.

"I'm very pleased to hear that," Hyacinth smiled, proudly.

Just then, she rose, stretching her arms and yawned loudly. Her mouth opens so wide you could see her uvula. After she stopped yawning, she rubbed her eyes and stretched her arms once more.

"Aw, somepony's getting a little sleepy," Pinkie said.

Just then, the hippos hush Pinkie with a single finger over their mouths. They quietly catch Hyacinth before she fell back, dragging her along to a nearby couch so she could rest.

"She gets very tired after her lessons these past few days," One of them said. "It would be best not to disturb her."

"Well, we don't really have anywhere else to go," Twilight noted. "Perhaps we could stay here and watch over Hyacinth. Just in case something happens, of course."

"Not like something's going to happen, if what Deems says is true," Spike added, bluntly.

"You will?" Another hippo asked. "That's very kind of you, thanks!"

"That's what friends are for, right?" Rainbow asked, before winking at her friends.

"Well, we'd better be going," Another hippo said. "Perhaps we'll see you later.

Eventually the hippos start walking away quietly, so their teacher wouldn't be disturbed.

"See ya later, partners," Applejack said.

"You can count on us," Pinkie added.

No sooner did the hippos leave when a great shadow loomed over our heroes. They look up to the sky as noon turned into evening. The Equestrians were completely surprised by this turn of events. Spike looked around, wondering if anypony else noticed.

"Is it just me or did it just turned from noon to evening in a matter of seconds?" Spike asked.

"You're not hallucinating, Spike," Twilight assured. "It did change to a different time of day at a fast pace."

"If I didn't know any better, I'd say time has a mind of its own in this realm too," Octavia theorized.

"Could be possible, Tavi," Vinyl Scratch replied. "Though I don't see a dark cloud anywhere, so I guess it's safe to say this isn't like what we experienced in the Rite of Spring Realm."

"You could be right, Ms. Scratch," Jiminy agreed. "From the looks of it, only the hours of morning, noon, and now the afternoon are in control."

"Guess that means 'class dismissed'," Pinkie said.

"Ah reckon so," Applejack nodded. "So, what do we do now?"

Twilight pondered, turning to their hippo friend, who slept peacefully along the couch, which struggled against her weight. Twilight softly approached the sleeping hippo, amazed the couch didn't collapse underneath her.

"I don't think there's anything else we can do except stay with Hyacinth," Twilight said, softly.

"We better not make too much noise," Jiminy whispered.

"Agreed!" Pinkie yelled.

Everypony grit their teeth, quickly turning back to Hyacinth, who stirred in her sleep. But otherwise, she didn't wake up and the Equestrians hushed at the pink mare.

"Oops, sorry," Pinkie whispered. "Agreed… Hippos get very cranky when they're disturbed."

"No… Really?" Octavia asked, sarcastically.

"Uh, guys?" Spike spoke, drawing every pony's attention. "I think we got company."

They noticed some figures behind the stone pillars: A group of elephants. Just like the ostriches and hippos, they wore pink ballet slippers and walked on two legs instead of four. If our Equestrian friends thought dancing hippos were new, they haven't seen these elephants. But that's just what they did: They danced their way out into the opening, approaching the Equestrians on the tips of their toes.

Vinyl and Jiminy rubbed their eyes, making sure they weren't dreaming, until the elephants came close enough.

"Hello," One of them said, with a cute girly voice.

Like the previous dancers, they were all female.

"Howdy ya'll," Applejack replied.

"Are you new around here?" Another Elephant asked. "Because you were pretty good."

"Wait… You've been watching us?" Rainbow asked.

"Oh, yes," The Lead Elephant nodded. "I'm Elephanchine and these are my students. And who might you be?"

Twilight and her friends introduced each other for the third time. The elephants were immediately excited to meet a princess in their presence.

"A princess?" Another elephant asked, a bit loudly. "How amazing!"

Every pony quickly hushed, pointing at Hyacinth, who somehow slept with little trouble.

"Oops, sorry," The same elephant said, blushing.

"Oh, poor Hyacinth," Elephanchine replied, sympathetic. "She gets tired so quickly."

"If you're going to dance, best do it quietly," Twilight advised.

"Not to worry dear," The lead elephant reassured. "We've done this many times before; she never wakes up. Alright girls, you know the drill. Quiet as a mouse."

"Eeep!" An elephant squeaked, looking around nervously.

"You know what I mean?!" Elephanchine spoke, hushed "Right then, a one… A two… A one, two, three!"

They silently dance on the tip of their shoes toward Hyacinth. They watch her, making sure she didn't stir, and approach the fountain.

"So, we have ostriches, hippos and elephants," Spike listed. "I wonder if there are other animals that dance around here."

"I'm not sure, son," Jiminy said. "Guess we'll have to see."

"Let's check out their dancing," Rainbow said.

As the ponies and their friends approach the fountain, the elephants dip their trunks inhaling a decent amount of water each.

"You must be quite thirsty to take that much water," Vinyl said, jokingly.

"Not exactly," Elephanchine explained. "Ballet can be done in various styles; we like to present our own."

"Huh?" The Equestrians wondered.

The elephants pull their trunks out of the water, starting to blow bubbles.

"Ooh!" The Equestrians gasp, in awe.

"It's a bubble ballet!" Pinkie shouts, loudly.

Pinkie quickly covers her muzzle, hoping Hyacinth didn't hear her.

"Uh, I mean…" Pinkie spoke quietly. "Yay, bubble ballet."

"That's what they meant with various styles," Rarity observed. "Just like the ice ballet we did on the frozen lake."

The elephants danced, swinging their hips to the side. Their trunks follow their movements, blowing bubbles right to left and vice versa. Watching the dance, Pinkie came up with an idea.

"Light bulb!"

An actual light bulb was just above her head, before she turns it off. She sticks one hoof through her mane, taking out some big bubble blowers and a smaller one for Jiminy.

"Here guys, use these."

Pinkie hands the bubble blowers to her friends, which they took without question.

"Go ahead, give 'em a try. They're already filled with soap water."

They all gave their membrane a gentle swing, releasing large bubbles in the process. They look between the elephants and the bubble blowers a few times, knowing what their friend was trying to achieve. It brought a smile to their faces, walking towards them.

"Miss Elephanchine, would you mind if we join you?" Twilight asked.

"But of course, you are most welcome, sweetie," The elephant leader smiled. "There's always room for more, especially for a princess."

Once again, Twilight mentions they don't need to address her so formally. After all, Twilight has always been a mare who prefers being treated like every pony else. The elephants nod in agreement.

"Very smart to use bubble blowers by the way," Elephanchine noted.

She decides to blow a large bubble from the end of her trunk. But the biggest surprise of all appeared to both her and the Equestrians, when a goldfish appears in the bubble from the elephant's trunk. The elephant leader was about to shrug it off but couldn't help but wonder how that was possible. Jiminy would say this goes against all laws of logic; however, he knew better after hanging out with Pinkie Pie for so long.

"That must be the strangest thing I've seen today," Spike stated.

"You know what I think is even more strange?" Pinkie asked.

"What?" Rainbow asked.

"If we haven't seen a fish like this one in the Nutcracker Suite realm."

The Equestrians pondered until they saw the elephants slowly surround Hyacinth, the latter still fast asleep.

"What are they doing?" Applejack asked, suspiciously.

"Oh, my students like to tease Hyacinth while she's napping," Elephanchine explained. "We don't actually try to wake her, of course. Although, there was that time when one of my students went a little too far with one prank. Hyacinth woke up and threatened to sit on her. Poor dear doesn't like to be woken like that, definitely not a good day for either of us."

"What was the prank?" Octavia asked.

"You don't wanna know."

Meanwhile, the elephants tiptoed slowly towards the sleeping Hyacinth, who was unaware of their presence. Once they were close enough, the elephants raised their trunks into the air, before bringing them down to the ground. They blew more bubbles, surrounding the sleeping hippo. With the task done, the elephants quietly and quickly retreat.

Hyacinth blinked her eyes open for a few moments before letting out a yawn, sucking all the bubbles into her mouth.

"Looks like nap time is over!" Pinkie whispered.

But the hippo turns to her side, resuming her sleep. Even when a bubble popped along her butt, letting a slight drop slide on her and all she did was tug her tutu down a bit.

"Or not."

"Come, allow me to teach you the art of bubble ballet," Elephanchine offered.

She and the Equestrians join the other elephants in their dancing, underneath the twilight sky. Like their previous lessons, our heroes mimicked the dance as best as they could. With their trunks and bubble blowers, they made more bubbles around them. Some elephants twirled around, causing the bubbles to cling along their midsection like a tutu. Others bounced them like beach balls.

Octavia, Fluttershy, Rarity and Vinyl Scratch tried the bubble-tutu dance while Rainbow Dash, Twilight Sparkle, Spike, Jiminy, and Applejack performed the beach ball dance. Pinkie Pie, however, managed to get herself inside a giant bouncing bubble and danced playfully.

"Hey guys!" Pinkie called, as her bubble bounced around. "Look at me! Boingy, boingy, boingy…"

The Equestrians couldn't help but shake their heads, smiling as Pinkie bounced around the garden. They soon turn toward an elephant blowing a bubble, making it roll along her back and kick it off with her leg, before blowing up another, which floats down and, to their surprise, scoops her up into the air before popping.

"Wow, that's 'uncredible'," Pinkie said excitedly popping her balloon with a needle.

"Still not a word, Pinkie," Rainbow spoke, bluntly.

"Well, it should be. I only wish somepony could add it in the dictionary."

"That sure was somethin', all right," Applejack said, astounded.

Despite that, they continue dancing through the garden. Most of the elephants repeated the same choreography the previous elephant performed: Allowing the bubbles to roll down their backs and kick them off. The Equestrians copied as well, with much success.

"This sure is fun, huh Tavi?" Vinyl asked, smiling. "I bet you feel inspired right now.

"It sure has some elegance to it," Octavia admitted. "I kind of feel the spark of inspiration inside me, filling me with joy. Why even Rainbow Dash seems to be enjoying herself."

The moment the athletic Pegasus accepted ballet, her face said it all: She loved it very much. True, she still thought of how her fellow Wonderbolts would react, but she remembered what Hyacinth told her and let it slip while she kept dancing.

Suddenly, while the elephants kept with their act, Elephanchine got her foot stuck in a bubble, which strangely didn't pop. The elephant leader tried shaking it off, but that didn't help.

"What the-?" Elephanchine questioned, trying to get the bubble off. "Come on, you. Get off!"

Twilight saw the frustrated elephant and rushed toward her.

"Need some help?"

"Oh, thank you dear," Elephanchine replied, showing her the bubble.

It was indeed strange for the little unicorn/alicorn why the bubble didn't pop. Then again, she has seen so many stranger things in her day. She taps the bubble with her hoof, attempting to pop it, but even that failed. Dumbstruck, she couldn't believe the possibility.

"How could this be?" Twilight wondered.

"Maybe they're magic bubbles," Pinkie said, floating around in a bubble. "Maybe if you look for something pointy, maybe that'll pop it."

"Pointy?" Twilight asked herself.

It was then Twilight saw her reflection on Pinkie's bubble, noticing her horn. Eventually she got the idea.

"Hold still, Elephanchine."

The elephant leader held her foot still, allowing Twilight to use her horn to pop the bubble.

"Thank you, Twilight," Elephanchine thanked her.

"You're welcome," Twilight smiled.

As they resume their dance, Spike and Jiminy were enjoying themselves, following the elephants' movements perfectly.

"How are you holding up, little buddy?" The little dragon asked.

"It's not easy, but I'm doing fine," Jiminy answered. "How about you, son?"

"Couldn't get any better."

But while dancing, Spike's eyes caught the snow-white friend, whom he teasingly kissed a while ago. Rarity, dancing graciously in the most beautiful way, the liquid drops from several popped bubbles sliding along her mane like dew and coursing along her frame. Spike could not keep his eyes off her; unfortunately, he was so distracted he steps on a bubble just like Elephanchine. He looked at his feet, then back at Rarity. But then he looked surprised at his feet again, seeing the bubble.

"Huh?" He asked, struggling to pry the bubble off. "Get off, stupid bubble!"

"Don't worry, Spike," Jiminy assured. "I'll help ya."

Jiminy tried poking the bubble with the tip of his umbrella, when both boys saw the elephants dancing toward them without a care in the world. The two boys look at each other and shrugged, deciding to deal with the bubble later. They carry on with their dance, joining their pachyderm friends, while blowing bubbles of their own.

Then all the elephants gather along with the Equestrians, blowing the largest amount of bubbles beneath Hyacinth's couch lifting her in the air as if creating a pillar. Of course, our heroes were more concerned that she could wake up and fall.

"Aren't you worried she'll fall?" Twilight asked Elephanchine.

"Not to worry," The elephant leader assured. "We wouldn't let anything happen to her, not in a hundred-billion-million-trillion years!"

"Say that five times fast," Spike smirked, jokingly.

Hyacinth, meanwhile, tugged her tutu again and still she slept, without the slightest idea of what's going on.

"I must say," Rarity replied, marveling. "This is quite a dazzling display."

"Hey, somepony made a rhyme!" Pinkie smiled, at Rarity's words. "And not from our zebra friend this time."

Suddenly, a great gust of wind blew across the garden. The elephants, ponies, dragon, and cricket were taken by surprise, as the wind threatened to carry them away.

"What's happening?!" Twilight yelled.

"Looks like we got ourselves a bit of a light breeze coming our way," One of the elephants said.

"Ya call this 'light'?" Applejack asked, struggling against the harsh blows.

"It could be a gale," Rainbow suggests, struggling as well.

Then, everyone and everypony had this feeling they'd be blown away. Even Jiminy Cricket quickly grabbed hold of Twilight's mane.

"Hold on to something, everybody!" The cricket yelled.

Twilight quickly held tight to one of the columns, while the other ponies grabbed each other's waist. Spike grabbed the closest pony he could latch on, in this case Vinyl Scratch.

"Whatever you do, don't let go!" Twilight yelled.

While the wind blew, a yellow-colored piece of paper flew along with it. This did not go unnoticed by the Equestrians.

"Look, the sheet music!" Vinyl announced.

They were almost tempted to catch it; however, they knew better following previous attempts.

"You know what happened in the previous realms, right Rainbow?" Twilight asked.

"Trust me, I know," The blue Pegasus said. "I'm not _that_ oblivious."

For this one time, the Equestrians decided to leave the sheet music alone. They struggled against the wind but refused to let go. The elephants, however, weren't so lucky. Despite their weight, they were blown away easily and were practically screaming for their lives.

"Elephanchine!" The Equestrians shout, toward their friend.

"Don't mind me!" The elephant leader yelled, bumping against a column. "Oof! It's all routine!"

The other elephants bumped against her, making her grunt even more. One elephant got herself stuck inside a bubble, desperately trying to get out but to no avail. And just like that, all the elephants were carried away by the harsh wind.

"We'll see you later!" Elephanchine called out, in the distance.

Soon enough, the wind died down and all was calm again. Our heroes land gently onto the ground, processing what just happened.

"They're all gone," Pinkie concluded.

"Where do you think they went?" Spike asked.

"I don't know," Jiminy replied. "But I do hope they're all right."

"What'll we do, Twi?" Applejack asked.

"I'm not sure," The unicorn/alicorn pondered. "I guess we trust that Elephanchine and her students will be just fine. Otherwise, we'll try to look for them if they don't come back."

It was then they noticed Hyacinth slowly descend to the ground. The bubbles that held her up began to pop one by one, leaving a big one to place her down without disturbing her even as it popped too. The Equestrians slowly approach her, while the evening slowly turned into night.

"I can't believe she slept through all that," Rainbow said, in disbelief.

"Now that's what Ah call a heavy sleeper," Applejack admitted.

"Emphasis on 'heavy'," Vinyl added, jokingly.

"Vinyl!" Octavia frowned again.

"What? I meant no harm. You need to laugh with everything, so long as you don't go too far."

"That last one went a little too far for my taste," Octavia said, still displeased.

They turn toward the sleeping hippo, who merely tugged her tutu slightly. Even the ponies couldn't help but feel sleepy.

"You know girls, it's pretty late," Pinkie yawned. "All that dancing has got me feeling sleepy too."

"Yeah, me too," Applejack agreed. "Maybe it's best to hit the hay."

Twilight saw the tired look on her friends, it wasn't long before her own eyelids felt heavy.

"Maybe it's best to rest for the night," Twilight said. "We'll search for Elephanchine and the other elephants in the morning."

They all lied down upon the ground, just inches from the couch. Pinkie brought out pillows and blankets from out of nowhere for every pony, but they were too tired to question it.

"I still can't believe how the day changes so quickly here," Jiminy said.

"Well, you know what they say," Pinkie replied. "Time moves fast when you're having fun; although, I wish time moved slower so we can have more fun in a single day."

The ponies couldn't help but giggle or smile at Pinkie's statement.

"Let's get some sleep," Applejack said, tiredly. "We could use our rest."

"Good night, everypony," Twilight said.

Before long, sleep took over the group as the clock chimes 6 pm and soon they drifted to dreamland. Little did they know, up on the roof, some strange hooded figures with gleaming red eyes watched them from above. Slowly, they move without making a single sound before their capes went wide as they stealthily ran. They were alligators with red capes, many in numbers with a dramatic flair and all of them… Males. As they perch along the roof, one of them points to the sleeping Equestrians and hippo, a sly smile appears on their faces. Their reptilian physiques gave them the advantage, slithering along the pillars ever so smoothly, ever so easily, before flaring up their capes in dramatic fashion.

The hippo and the Equestrians slept peacefully, while the gators advanced upon them. Once close enough, they held each other's hand to enclose the group. They raise their hands over their heads, before lowering them and tucking them beneath their capes, never taking their eyes off the group. One of them whispers something to his fellow gators, while pointing at the sleeping figures, causing them to smile again.

Just then, another alligator appears on stage. He too wore a cape but had a red hat with a purple plume on his head. He was also slightly taller, making him distinguishable from the others. There was no doubt he was their leader. He looks around for his group and while doing so, he is shocked by what he saw. Quickly removing his cape, casting it aside, the gator drops from the roof. Landing on the ground, his presence frightens the other gators showing that his cronies have great respect for him.

Alone, the lead gator searches his surroundings till his attention catches the group of sleeping ponies, the dragon, and the cricket. However, his eyes were mostly focused on the hippo lying on the couch. A smile warps on his face, as he rubs his scaly chest in anticipation. He crawls on all fours, slithering past the Equestrians, creeping toward Hyacinth. At one point, he stopped and flinched when Fluttershy stirred in her sleep before crawling further behind the couch.

From there, the lead alligator eyed Hyacinth from several angles. His heart beats like a drum, his eyes fluttering like a butterfly. Just looking at her made his body gain wings, as if he could soar through the sky.

In that moment, Hyacinth finally awoke as she slowly opens her eyes. But she had the feeling something wasn't right. She turns behind her and spots the alligator; the very sight made her hide behind her tutu while screaming for her life. So loud that her friends immediately woke up, surprised and shocked.

"Urgh, talk about an early wake-up call," Jimmy rubbed his eyes, sleepily.

"What in tarnation?" Applejack said, rubbing her eyes.

It wasn't long before she saw the alligator, her eyes immediately widen.

"Wah!"

The others turned after hearing Applejack screamed, and when they saw the alligator it didn't took long for their fighting instincts to kick in. As he approached the frightened Hyacinth, the ponies and Spike quickly step in front of her, assuming the attack position attempting to appear menacing towards the gator.

"Back off, buddy!" Spike warned, raising his fists.

"Wanna lay a claw on our friend?" Rainbow spike, in the same tone. "You gotta get through us first!"

"That's right!" Twilight added, charging her horn.

Octavia and Vinyl, while not as tough as the others, did their best to hide their fears behind their 'brave face'… Or at least, 'somewhat' close to brave.

The alligator, on the other hand, was completely surprised by their bravado and even more surprisingly he held his claws in front of him.

"Wait! Hold on!" The alligator spoke, with a smooth voice. "Don't let my appearance frighten you. I mean no harm; I'm a friend."

"Right, a stalking crocodile calling himself a friend?" Vinyl spoke, distrustful. "I don't think so."

"You can't fool us that easily," Octavia warned, though slightly uncomfortable. "If you believe we're just going to let you eat that poor girl or worse, I'll have you know…"

"Alligator," He corrected.

"Beg your pardon?"

"I'm an alligator. We have a different snout and don't have that little fringe on our hind leg."

"He's right, it's a common mistake," Jiminy agreed. "But are you sure you're not a crocodile? Because you do have the exact same snout of one."

"I'm quite sure myself unless I'm raised in the wrong nest. I haven't asked my family lately."

Everypony turned to each other yet kept their guard just in case.

"Perhaps some proper introductions are in order," The alligator continues, removing his hat and bows before them. "The name's Gator, Ben Ali Gator. Dancer extraordinaire at your service."

"Ben Ali?" Rainbow asked. "Sounds like a boxer's name to me."

"Float like a butterfly, snap like an alligator," Pinkie giggled at her joke.

"Wait, you're a ballet dancer too?" Twilight asked.

"One of the best," Ben Ali states, proudly.

Still, he couldn't help but take a close examination of the group. He's never seen ponies like them before, much less in the company of a dragon and a cricket.

"Forgive me for being forward, but may I ask where you're from?"

Twilight Sparkle turned to her friends, uncertain whether to reveal where they're from at this time. But not to seem rude, she offers a more condensed answer.

"Let's say we come from a land very far away from here," Twilight replied.

"I see," The gator nodded. "May I ask for your names?"

Once more, Twilight introduced herself and her friends, while keeping a close watch on the big gator.

"Well now, I never expected to stand face-to-face with royalty," The alligator bowed. "Milady…"

"Oh, I'm not of royal blood," Twilight corrected. "These wings were just a gift."

"A _magic_ gift," Pinkie emphasized, creating an imaginary arc above her head.

"I see, course I fancy myself a royal too," Ben Ali boasted. "Even my own accomplices treat me as such."

"Accomplices?" Fluttershy asked, noticing the alligators hiding behind the pillars.

"You're lucky I arrived just in time to scare them off," Ben Ali assured. "Who knows what they were planning to do? They're not bad guys, I assure you. They just get a little unpredictable and wild in everything they do."

The Equestrians slowly start to lower their guard, sensing this gator truly doesn't pose a threat. Even Hyacinth calmed down a bit.

"You see, nighttime is our hour of dancing and there's no better place to dance than here in Ca d'Oro," The lead gator explained further. "And may I say you ladies look simply ravishing in such exquisite attire."

"Oh, thank you," Rarity felt flattered. "A gentleman with good taste."

Then, the gator turns toward Spike and Jiminy.

"And you gentlemen, you're especially dashing. The color of your leotards, aside from red, is one of my personal favorites."

"Thanks," Spike answered.

Eventually, Ben Ali turns back toward the hippo, with big interest.

"And may I inquire this lovely creature for a name? Or shall you leave me to guess?"

The Equestrians turn toward Hyacinth, then back at the gator. The hippo, shy and flattered by his words, played with her tutu, and stammered with her words.

"Hi… Yah… Eh… I mean… I'm Hyacinth," She answered, offering her hand.

"Charmed."

But rather than shake her hand, Ben Ali kissed it with a peck. Hyacinth, shocked and surprised, felt her cheeks burn with a deep shade of pink. The Equestrians kept facing the hippo and alligator over and over… Until it finally hit them.

"Oh-ho-ho-ho-ho-ho?" Rarity smirked, at the scene. "I see what's happening here, right girls?"

"Yep, the timeless mystery of love," Pinkie said, lovingly.

Though Rainbow Dash secretly likes romance, unbeknownst to most ponies, she couldn't help but make a face.

"Ew…"

"A gator and a hippo?" Jiminy asked, intrigued. "Now that's new."

"Took the words outta my mouth, little dude," Vinyl agreed.

"Nah, it ain't _that_ strange," Applejack said. "We do know a certain little dragon has an eye on a very special pony."

The cowpony gave Spike a smirk, making him blush a little.

Ben Ali looking lovingly at the hippo, while holding her hand and caressing it with another. The whole time Hyacinth was speechless.

"You are a true gem, don't you know?" The gator spoke, in a dreamy voice. "A diamond among diamonds, so rich, so pure… So… Beautiful."

"Me? Beautiful?" Hyacinth asked, timidly. "But, aren't you a little… Concerned of my weight?"

"Why should I? I adore a woman with a little extra meat on her bones."

"That's more than a little," Applejack whispered, while Octavia glared at her. "No offense."

"Besides, I haven't yet spoken of my favorite part," Ben Ali continued. "Your eyes."

"My eyes?" Hyacinth asked.

"Yes, they… Sparkle in the moonlight. They are… Luminous."

"Luminous? Dang…"

The hippo couldn't believe her ears; no one ever said such kind, lovely words to her before. She couldn't help but fall in love with him too. In the meantime, Applejack paid close attention to the gator, to determine he's lying or toying with her feelings. But one good look and she realized he meant no harm and every word he said rang with truth. Even if he was a smooth-talking show-off.

"Well, ah'll be," She said. "He really does love her."

"Hyacinth, come with me to a land far from everything else," Ben said, kissing her hand in the process. "Let me treat you like an angel in heaven's light, so our love may bloom like a beautiful red rose."

"Aww, how sweet," Rarity smiled, with a hoof over her heart. "For an alligator, he sure is charming."

"And so lovely," Fluttershy agreed.

"Oh, Mr. Gator, you flatter me with your words," Hyacinth sighed.

"Please… Call me Ben," The gator said. "Shall we dance the night away?"

"Yes… I'd love too," Hyacinth whispered.

Ben Ali Gator, so happy, attempts to catch the hippo with his lips puckered up for a kiss. But Hyacinth slipped away, evading the gator's attempt as if she were playing with him. Our heroes couldn't help but watch and giggle, as Ben chased Hyacinth around the couch before she danced out of sight.

"Hey, where's she going?" Rainbow asked, confused.

"I don't know," Pinkie replied. "Oh wait, here she comes!"

As the alligator twinkled his legs, the hippo returns at a speed that could rival Rainbow Dash and leapt high into the air. The Equestrians, their mouths wide open, were taken by surprise seeing her pull off such incredible speed and agility.

"Wow, that's quite a jump!" Spike said, amazed.

"You can say that again," Rainbow said, bewildered.

"Wow, that's quite a jump!"

"I know hippos can run up to 18.5 miles an hour despite their weight," Jiminy explained. "The jump on the other hand… That's new for me."

"He does make a good point," Fluttershy agreed.

The alligator saw what she was doing, as he raised his arms above him to catch her. But as Hyacinth got closer, his eyes became small as pinpricks while standing in position.

"Oh, momma."

BOOM! Ben Ali Gator was instantly squashed by the hippo's weight.

"Ooh!" Every exclaimed, shutting their eyes.

"I felt that in my stomach," Jiminy cringed.

But surprisingly, Ben survived while struggling to hold Hyacinth up. Even our heroes couldn't believe their eyes.

"He survived that?" Octavia said, in disbelief.

"I know, he should've been as thin as flatbread pizza," Pinkie said.

The gator held Hyacinth upside down, yet high over his head, as Rarity couldn't help but blush and fan herself with her hoof.

"Oh my, he's quite strong."

The moment he saw Hyacinth's face, he smiled. But he forgot about his strength, causing her to fall on him again. The Equestrians decided to approach them.

"Are you okay?" Twilight asked.

"Oh, I'm fine," Hyacinth replied, lying on the ground.

"What about…?"

Before Twilight could finish, Ben appears from underneath Hyacinth, an exhausted look on his face. He turns toward the hippo, who lovingly fluttered her eyes at him. The alligator shook off his dizziness and smiled.

"You sure are tough, I'll give ya that," Applejack complimented.

"Why Ben, I never knew how strong you are," Hyacinth said, seductively.

"Just a simple workout, nothing special," Ben Ali said. "Shall we continue?"

Hyacinth nodded, as they both held each other's hands in a dance pose and began a pas de deux. Hyacinth stood on her left leg, her right one stretched out, while Ben supported her. The Equestrians watch how he dances around in a circle beside her, both of their eyes closed.

"This is so cute," Fluttershy giggled.

The alligator opens one eye at the Equestrians, noticing them standing there.

"How would you ladies care to try a pas de deux yourself?" He asked.

"A pas-the-what now?" Applejack asked, confused.

"Pas de deux, a duet in which two dancers, traditionally male and female, perform ballet steps together," Rainbow explained.

Her eyes widen as she realized what she just said, as everypony turned to her in surprise. The Pegasus looked left-and-right awkwardly, trying to maintain her image.

"Or so I've been told."

"It sure sounds fun," Jiminy said, but then noticed his tiny figure. "Too bad I don't have the size to do that, seeing there's no one close to my size."

Twilight Sparkle felt sorry for Jiminy, when an idea came to her.

"Perhaps I can help you with that."

She closed her eyes, as her horn glowed. Jiminy looked at Twilight nervously.

"Uh… What are you…?"

Jiminy never finished when she fired a beam directly at him, causing him to glow brightly. The Equestrians covered their eyes for a few seconds, until the light eventually fades. They lower their hooves for a good look and their mouths went wide open. No longer did they see the tiny cricket they knew so well, but a rather 'tall' cricket… Or at least approximately their size. Even Jiminy Cricket himself couldn't believe it, as he studied himself. For once in his life, while not as big as a human, he was big enough to be the same level as his pony friends. Even Hyacinth and Ben were surprised, not so much the giant cricket, but mostly of Twilight's magical skills.

"Well, I'll be!" Jiminy said, checking himself out.

"Holy guacamole!" Spike yelled, surprised.

"Wowie Zowie!" Pinkie yelled, as well.

"Incredible!" Rarity said, wide-eyed.

"Whoa, Nelly!" Applejack exclaimed.

"I-I-I don't know what to say!" Jiminy gasped, turning to Twilight. "Thank you, Twilight."

"Oh, it was nothing," Twilight smiled. "I figured you deserve a chance to dance with a live partner instead of one made of wood or porcelain."

Jiminy couldn't help but blush sheepishly, but he knew she was right.

"So…" Pinkie approached, with fluttering eyes. "Who do you choose first?"

The cricket pondered, though any could tell he was nervous. Not only because he's dancing with a live partner for once, but also because it's with one of his friends. The majority of which consists entirely of girls.

"Hmm… I don't know," Jiminy shrugged. "It's a tough choice."

You can always switch with one of us at some point," Fluttershy said shyly. "If you want to that is."

Jiminy Cricket seemed to agree with the idea if the intrigue on his face didn't give it away.

"Well, in that case, I'll choose… Applejack."

Surprised, Applejack turned side to side making sure Jiminy was referring to the right pony. But sure enough, he was looking straight toward the Stetson hat wearing pony.

"Me?" Applejack asked, with a blush.

Jiminy nodded, offering his hand.

"What do you say?"

The cowgirl pony felt slightly embarrassed. Square dancing was one thing; ballet, on the other hoof, even with a partner was completely new for her.

"Come on, A.J.," Rainbow encouraged. "If I can do ballet on my own, you can do this."

"Well, alright then," Applejack approved. "Ah'll give it a shot."

"Alright, may the _fourth_ be with you," Rainbow said until she thought twice. "Wait. Did I just make a ballet pun?"

"Mm-hmm." Pinkie nodded.

Everypony couldn't help but laugh.

The cow pony took Jiminy's hand, as they walked towards the middle of the garden. Hyacinth and Ben stepped aside, preferring to wait and watch their newest pupils. The cricket and the Earth pony kept hold on each other's hand/hoof, staring at one another. Applejack was a tad nervous, but Jiminy knew how to remedy that.

"It's alright, Applejack," Jiminy said. "It's just a friendly dance between good friends."

"Yeah… Friendly," Applejack nodded. "Ain't nothin' wrong or strange about that."

Suddenly, a spotlight appears from nowhere, shining upon the pair. Pinkie took out a phonograph from her mane, places a record onto it, adjusts the tone-arm, and let the music play. The Equestrians, the hippo, and the alligator were silent, while Applejack and Jiminy danced the adagio.

_The 'dance term', not the Siren leader. It's a music term, for those who want to know…_

_Ahem…_

… _Fine!_

They began to dance around the tips of their toes, followed by a series of graceful motions with their hands and hooves. Jiminy held Applejack by the waist, as support for the following steps, which made Applejack blush further.

"Now don't get any funny ideas," The cowgirl pony said.

"Don't you worry about a thing," Jiminy assured. "I'm decently raised."

With that said, they performed various tricks: Pirouettes, lifting, and even a penché which was fitting for the music. The other Equestrians could not believe what they were witnessing, even Hyacinth and Ben were impressed.

"Magnificent!" Hyacinth smiled.

"They're smashing," Ben complimented.

"Who would've thought Applejack had it in her?" Twilight said, surprised.

"Not me," Rainbow replied.

Even Spike shook his head along with Rainbow, seeing for himself but couldn't believe his eyes. As soon as Jiminy and Applejack struck a pose so suddenly, a certain pink pony cheered them on.

"Alright, Jiminy and Applejack!" Pinkie cheered, hopping merrily. "Now it's my turn to dance with Jiminy!"

Applejack shrugged, as Jiminy let her go.

"Ya sure did great out there, Jiminy. Ah really enjoyed it."

"Ah, it was nothing," Jiminy declared. "You were great too!"

The cowgirl pony smiled, as she strolled towards the other Equestrians. In the meantime, Jiminy prepared to dance with Pinkie.

"Ready?" Pinkie asked.

"Ready," Jiminy said.

Most of the poses and moves were similar, but there were some new ones as well. While the two had fun, the Equestrians shared some light conversation with Applejack, while trying to determine who'd be next to dance after Pinkie.

"You sure were amazing, Applejack," Twilight complimented. "Both of you, actually."

"Didn't know you had it in you, hey A.J.?" Rainbow smirked.

"It's alright… Ah guess," Applejack admitted.

"Alright?" Ben responds. "It was superb! That poise, the timing! Even Pinkie's doing great."

Indeed, the party pony danced swimmingly, performing a few pirouettes and leg stretches of her own, with Jiminy supporting her every step of the way. After a couple minutes, they paused so somepony else could dance along with Jiminy.

"Boy, that was super-duper fun!" Pinkie smiled. "Who's next?"

"I could give it a shot," Octavia volunteered, shyly.

"Alright!" Vinyl cheered. "You go get him, girl!"

Vinyl coursed Octavia offer with a bump along her friend's flank. Octavia blushed a bit, but it was nothing to be embarrassed about. After all, she and Jiminy had become good friends and it wasn't long before the two started dancing.

Soon after Octavia, Rainbow Dash excited danced with Jiminy. Then came Rarity, Vinyl, Fluttershy, despite her shy nature, and Twilight being the very last. All the while, each of the girls had a swell time dancing with the now tall cricket.

But there was someone else who desired to do a pas de deux. Being the only male in the group, other than Jiminy, isn't always easy for someone like Spike. Most of his friends are girls, including a certain unicorn he's had a major crush on for years. Still, over the years, he became very happy with their company, who in turn made him feel part of their world.

And yet, the baby dragon was slightly nervous to ask, though he had danced multiple times. Most of the group could already guess who he planned to dance with. All at once, an idea pops in his head.

"I'd like to do a pas de deux as well," Spike spoke up. "But I could use some help from somepony with good attention to detail… Just to make sure I'm doing it right."

Now Spike's a good dancer, but he wasn't lying about using help… Least not 'entirely'. Jiminy knew where this was going, as a smirk forms on his face.

"Oh, I'm sure Rarity can help you with that," Jiminy said.

"Oh, I'd love to!" Rarity smiled, in agreement.

"Really?" Spike asked.

"Of course, Spikey-poo, you only had to ask."

"Uh… Yeah! Almost forgot that."

The snow-white unicorn motioned the dragon forward, following her. They stood in the midst of the garden, staring into each other's eyes.

"It's not very hard," Rarity said. "To hold me during my posts, just place your claws upon my waist.

"Where?" The little dragon asked, wide-eyed.

"My waist… Of course, the hips are fine too."

"Uuuuuuuuuuhhh…"

Spike was both speechless and nervous, as if his mind just shut down unable to find the words. Shaking her head, Rarity used her magic to position Spike's claws upon her waist, making him blush harder.

"Here we go. Let's start slowly."

They dance to the music, slowly yet gracefully. Together, they performed poses such as the penché, a few pirouettes, and all the while Spike held onto her leg and abdomen. They tiptoed and jumped several times, all while raising their hooves/claws in the air.

During their dance moves, Spike couldn't help but blush, his cheeks visibly red on both sides. He never expected to dance with Rarity this way, much less holding her this way. After a few more poses, the music stops as they bow to one another while Hyacinth, Ben, and the Equestrians applaud for their two friends.

"Bravissima!" Hyacinth cheered.

"Amazing!" Octavia added.

"Well done!" Twilight said.

"What a performance, what a performance!" Ben applauded gleefully. "You all truly possess the gift for ballet."

"Why, thank you," Rarity accepted the praise.

"Well, I _am_ kinda awesome at everything," Rainbow bragged.

"He was talking about _all_ of us, R.D.," Applejack stated bluntly.

"I know, I know. I don't keep all the praise to myself, you know?"

Applejack raised an eyebrow as if to say, 'Seriously?'.

"You must be very proud," Ben said to Hyacinth.

"I sure am," Hyacinth replied back. "They exceeded more than any of my students have done so far."

The alligator held her hand, looking lovingly toward her face.

"How about we give them the grand finale, mi amore?"

"I'd love that," The hippo blushed.

Before long, Hyacinth Hippo and Ben Ali Gator went hand in hand toward the middle.

Everypony watched in silence as Ben and Hyacinth danced once more. The alligator held onto Hyacinth again, dancing around in a circle while she stood on one leg with her eyes closed. At one moment, Ben stood still and twirled Hyacinth around twice by pushing her stretched-out leg. Then he jumps onto her leg to sit and ride around her while still holding her hand.

The Equestrians couldn't help but look surprised and confused.

"That's not dancing," Octavia commented. "He's using her like a carousel."

"Maybe it's a new pose," Pinkie suggested.

"Ah'm not sure," Applejack agreed with Octavia. "Ah've seen enough tah know that doesn't look like dancing."

Then, as Ben stepped off Hyacinth's leg, she turns to him with her hands on her hips and a frown on her face as the gator gave a bow.

"That was it?" Hyacinth asked disappointed. "That was your grand finale?"

"Oh no, my sweet," Ben assured. "That was just a warm-up; the best is still to come."

The hippo shot her chin up, closing her eyes and took a few steps away from him. The smile upon Ben slowly disappeared, fearing he upset her.

"Uh oh," Applejack spoke. "Guess he lit up her stove for sure."

"I do hope they don't quarrel," Fluttershy said worriedly.

Just when they thought things would turn out sour, Hyacinth turned back to Ben. No longer upset, she smiled and wiggled her eyebrows alluringly.

"Phew!" Fluttershy sighed in relief. "I thought she was really upset."

The alligator was glad she wasn't mad. But the look she gave made his jaw drop and his tail go up and down like an excited puppy.

"Yeah, but looks like _that_ made his heart beat harder than my speakers," Vinyl points out.

Soon Hyacinth takes off with Ben in hot pursuit. Her teasing worked, as she made sure he couldn't catch her, laughing as she did. The ponies, dragon, and the tall cricket could do nothing but observe the scene.

Suddenly, three gators appear from behind the palace pillars, spreading their capes wide and startling the hippo. Yet she kept running, even dancing merrily. Three more gators startled her again while she ran. Ben sometimes stood on his tail just to keep up with her.

"Look at them go!" Spike pointed out.

"It's like they're playing a game," Fluttershy giggled. "Run, Hyacinth, run!"

Hyacinth hid herself behind a pillar, while Ben stood on the other end. They both looked from each side several times like playing hide-and-seek. Then the alligator leader chased her around the pillar before searching both sides of the pillar again. Ben chased her around again until he realized she disappeared from sight. He paused to look around, scratching his head wondering where she could be.

Suddenly, she reappeared from behind the same pillar and ran over the alligator, flattening him like pizza dough on the ground causing everypony to laugh. He managed to recover and pursued his love, who spun around on the tips of her toes around the fountain. Once he embraced her, he span along with her like a spiraling top. The moment Hyacinth stopped and freed herself from Ben's grasp, the gator span on his tail till he got so dizzy that he fell into the fountain with a big SPLASH!

"Ha-ha!" Pinkie laughed. "Good one, Hyacinth!"

Jiminy Cricket turned in the direction Hyacinth was going, spotting something unexpected.

"Golly! Look who's decided to join the party!"

To everypony's surprise, Hyacinth's students appeared, dancing hand in hand. When Hyacinth ran towards them, they jumped high above her while she kept running.

"Huh, I thought they only dance at noon," Rarity commented.

"Maybe they like dancing at night too," Spike replied.

Just then, Twilight Sparkle spotted Ben's gator accomplices running towards them.

"Um, guys? I hate to worry you, but I think those gators are targeting us!"

"We better go after Hyacinth!" Vinyl suggested.

"Come on, everypony!" Applejack called out.

All the ponies, including Spike and Jiminy, ran towards the hippos.

"Excuse us, coming through!" Pinkie yelled.

The hippos jump once more while our heroes pass through. Once Hyacinth's students hit the floor, they dance on one leg unaware of the nighttime visitors. But once they saw Ben and his alligators approach, discarding their capes in the process, they flee in fear towards a huge opening on the other side of the garden where Hyacinth and the Equestrians ran off to.

The little group ran toward some pillars where, surprisingly, Madame Upanova, Elephanchine, and their pupils were standing.

"Hey guys!" Pinkie greeted, as she and the others ran passed. "Missed you! Sorry! No time to converse! Bye!"

The elephants and ostriches, confused about the situation, turned away. But when they saw the gators, they quickly hid behind the pillars. The alligators slowly crept closer and, as fast as lightning, searched around the pillars. They began grabbing ostriches and elephants left-and-right. Two gators, one pulling an elephant by the trunk and the other pulling an ostrich by the leg, struggled hard. It was almost as if the upper body of the elephant and the lower half of the ostrich were stuck to each other in one body, as seen from the front of the pillar. Two other gators did the same with Applejack and Twilight: The cow pony by the head and the smart pony by the tail.

"Hey, let go!" Applejack shouted.

"Ah!" Twilight yelled. "Not the tail!"

They tried to pry free, but it was all in vain. Other gators grabbed for the other ponies, ostriches, and hippos. Jiminy and Spike ducked, covering their arms, at the approaching stampede… But when they looked up, all the gators rushed by them seeing as they were guys.

"Hmph… Rude!" Jiminy remarked.

Another gator grabbed an elephant by the trunk, pulling very hard until he was comically dragged back. When that didn't work, he used his strength to carry her above his head. Surprisingly, the gators possessed the same incredible strength as their leader, Ben Ali. They carried their partners toward the entrance hall. One elephant, however, got stuck between two pillars, the gator that caught her was oblivious… At first.

The mares, remembering what Ben said of his cronies, had no idea what's going through the minds of the reptilian dancers. Quite frankly, it made them a wee bit nervous.

"Um, pardon me sir," Fluttershy spoke anxiously. "May I ask what you're going to do?"

"You better not try anything funny!" Rainbow warned, with a combative tone. "Or I'll battement you into next week!"

Suddenly, Rainbow's eyes went wide.

"Wait! Was that another one?"

"Easy on the outfit, please!" Rarity begged.

"This is very inappropriate!" Octavia added. "This gator keeps grabbing my… Whoo!"

Once again, the hippos danced hand-in-hand until they were lifted by some smiling gators. The rest put their selected partners back down, including the Equestrians, and began to dance with them. They perform various poses like a pirouette while holding Applejack high in the air. Rarity and Octavia were doing pirouettes themselves while their gator partners held them by the waist.

"Oh, okay," Rarity said. "Easy now."

Rainbow Dash was also held at the waist while she stood on one leg while stretching the other high in the air. Being an athlete gave her an advantage in performing these poses. Another gator twinkled his feet along with Pinkie.

"Yippee! Look at me!" Pinkie yelled, excitedly. "I'm dancing! I'm dancing!"

Many gators rode the ostriches like horses, holding them by their neck ribbons like reigns while the flightless birds danced on the tips of their toes.

All Spike and Jiminy could do was watch in confusion and astonishment.

"Things just took a strange turn," Spike replied.

"You can say that again, son," Jiminy replied.

"Things just took a strange…" Spike stopped, realizing. "Oh, right!"

They spot an elephant and ostrich with no partner, looked again at the other dances and then at each other before shrugging.

"Well, if you can't beat 'em," Jiminy quoted. "Join 'em."

That's exactly what they did, as they walked toward the two ballerinas. They hold out their arms, silently asking for a dance, which they happily obliged.

The situation began to resemble like the dance the ponies and friends shared with the thistles and orchids… Absolutely chaotic. Everyone danced in the most imaginable and unimaginable ways. Like Vinyl and Octavia doing grand pirouettes, while Pinkie Pie danced along with the elephants, holding one by the tail while another used her trunk to grab the pony's tail. One particular gator kept trying to pry the elephant stuck between the two pillars, but each time he bumped back into her. Then Pinkie and some elephants blew bubbles everywhere, while their gator partners hoist them in the air, spinning around. Applejack and some hippos held some gators by the tail and spun them wildly around. Twilight conjured some magic from her horn while another gator held her in the air. Even Rainbow performed an ensemble of dance moves, among other things.

Spike noticed Rarity dancing with an alligator, the desire to dance with the snow-white mare grew greatly. He quickly danced with another elephant towards the gator, tapping him on the back and he turned.

"Wanna switch partners?" The little dragon asked.

The big reptile nodded in acceptance and threw Rarity high in the air.

"AAAAAAH!" She screamed.

Rarity hit her head on the ceiling with an 'OW!', screaming as she fell down. As the other gator grabbed the elephant, Spike raises his arms and ran his stubby legs trying to catch her.

"Don't worry, Rarity!" He yelled. "I got you! I got you!"

Meanwhile, Ben Ali span Hyacinth around while supporting her on his index finger, then his snout, feet, tail, right hand, tail again, and finally both hands before letting her fall on the ground, causing the floor to quake and some stuff to fall. The lead gator stood on her back in a victory pose while the hippo looked lovingly at him.

All the gators struck the same pose as their leader, while sitting on the back of their partners, even Jiminy held an ostrich up in the air. Suddenly, the palace doors slammed shut, collapsing on each other. It came totally unexpected to everyone.

"Not my fault!" Pinkie said, beneath a gator.

Rarity held her eyes closed until she slowly opened them. Strangely, she would've hit the ground by now… But she didn't. She looked down and a saw a certain baby dragon holding her up, his arms and legs quivering and shaking.

"Spike?"

"It's okay," The little dragon replied. "I got you."

As the dragon struggled to keep the unicorn from falling, the fashionista was surprised to see some muscle from the little guy. But he struggled so much that Rarity was held upside down, her face in front of his, causing him to grow smitten by her beautiful face. It made him lose his hold and Rarity fell on top of him.

"Oof!" The mare said.

Shaking her head, the mare looks up until she was nose-to-nose with Spike. His cheeks turned red as he smiled toward the unicorn.

"Hey…" Spike smiled.

"Hello…" Rarity answered, smiling.

Meanwhile, all around them, everyone stood in their poses trying to catch their breath. The gators and their partners turned toward their respective partners, the ponies and their friends panting just as heavily from all that dancing. Apart from that, all was quiet amongst the group and not another sound stirred from either partner.

Just then… A chuckle causes everyone to turn as Ben Ali slowly laughed as he gazed towards Hyacinth. It quickly turned into a giggle… Then a laugh, as Ben Ali clutched his chest and shook his head after all that chaos. Pretty soon, Hyacinth joined alongside her love, with a bellowing laugh as the two got to their feet. Soon everyone else, from the ostriches, the elephants, and the other gators were all laughing in unison as the ponies and their friends looked around. Turning to each other, the group shrugs and laughs alongside the group as they were helped to their hooves, feet for the boys, by the gators.

"Now _that_ is what I call a grand finale!" Hyacinth declared.

"All for you, mi amore!" Ben Ali swooned.

"That was so much fun!" Pinkie shouted gleefully.

"Quite the finale!" Vinyl commented. "Right, Tavi?"

"Indubitably," Octavia agreed. "Though those pirouettes made me rather dizzy."

Octavia did indeed feel slightly nauseous, holding a hoof in front of her mouth. Fortunately, Vinyl was there to hold her and soothed her back.

"Whoa, easy now. Just breathe… And relax…"

Octavia managed not to throw up, sighing as she was able to relax.

"Thank you."

"No problem," Vinyl replied.

"That was pretty awesome!" Rainbow admitted.

"Sure was swell," Applejack chuckled.

"Kinda lovely," Fluttershy said.

"I enjoyed it myself, that's for sure," Twilight smiled.

As the girls settled down, Jiminy Cricket looked around and his eyes spotted something.

"Looks like we're not the only ones who enjoyed ourselves," Jiminy pointed out.

Everypony else turned toward Jiminy's direction and met the strangest sight they've seen so far. Just as Ben fawned over Hyacinth, the other gators tried wooing the other hippos, elephants, and ostriches. Most of the female dancers fell for them, others weren't quite ready yet. Even our feminine heroes gained a few admirers.

Spike, of course, grew jealous when two gators tried seducing Rarity. The other mares shared different reactions from all the attention. Fluttershy being… Well 'shy'; Pinkie rather enjoying the attention; Twilight and Vinyl appreciated it; while it was difficult to know whether Applejack and Rainbow Dash were either flattered… Or uncomfortable… Or both. Octavia, in the meantime, found most of the gators fell on their knees for her. Of all the ponies, she was most uncomfortable.

"Oh, I don't know," Octavia answered. "I'm not sure I'm ready for a relationship yet."

The gators, though broken-hearted, gave her the space as a result. Naturally, Octavia felt sorry for them, but better her opinion was mentioned now than never. She turned toward Vinyl Scratch, who stood casually with a smirk.

"Wow," Vinyl commented. "And I thought that soundtrack fellow was your only admirer."

"Being beautiful can be both a blessing and a curse," Octavia replied. "Don't get me wrong. It's flattering to have attention and they're very sweet. But sometimes, it feels a little… _Rushed_."

The cellist pony then turns left and right, as if making sure no one else was listening, before turning to her friend.

"Can you keep a secret?"

"Sure," Vinyl nodded.

"Promise not to tell anypony?"

"Hey! As D.J. and PFF, I 'Pinkie Promise' not to tell any pony."

To prove her point, the D.J. pony gestured the very well-known 'pinkie promise' to which got Pinkie's attention and she smiled approvingly. Taking Vinyl at her word, Octavia motions for her to come closer.

"I actually have an eye on somepony."

"Really?" Vinyl asked, surprised.

Octavia merely nods in response, as Vinyl tilted her sunglasses down a bit.

"So… Who's the pony?"

"Um…"

Before Octavia could answer, Octavia takes another look around. Slowly to the right… Then to the left… All the while making certain no one was eavesdropping. She leans toward Vinyl's side and whispers softly into her friend's ear.

"Oh!" Vinyl said, with wide eyes. "I see why you like him; I didn't know you were into 'those' stallions."

"Yes, he is a bit strange and not very bright," Octavia admits. "But he's very sweet and I believe there's more to him than most ponies realize."

"Well, either way, I'm very happy for you."

"Oh, thanks Vinyl."

The two best friends hug it out, though it's clear they weren't the only ones gaining admirers.

Elsewhere, Jiminy Cricket and Spike had hippos, elephants, and ostriches fawning all over them. The butterflies in their bellies grew restless; to say the boys were flattered was an understatement. The boys did their best to put them down gently, without coming off as rather rude.

"Gee girls, you're very kind and beautiful," Jiminy said kindly. "But my buddy and I aren't ready to give up the bachelor's life."

"Well, I already got a special somepony in mind, so…" Spike added.

"Aww!" The female animals sighed.

Though disappointed, all the girls understood and expressed their happiness for the little dragon. While everypony was busy, Pinkie Pie turns to the ceiling and points with a smile.

"Hey! Look up there!"

They all turned toward where Pinkie's pointing, as a yellow piece of paper floated gently down. They didn't have to guess to know what it was.

"The sheet music!" Spike smiled.

"As it slowly descends toward the Equestrians, Applejack snatched it with her mouth.

"Gotcha!" She said.

"Only one more sheet to go and we're done," Jiminy said.

"Alright!" Rainbow cheered, throwing her fist in the air.

All of a sudden, a bright glow causes everyone to turn. The portal leading back to the orchestra stand appears before their very eyes, surprising all within the room.

"What in the world is that?" Madame Upanova asked, bewildered.

"It's the portal that brings us back to the orchestra stand," Twilight explained.

"Back?" Hyacinth asked, sadly. "You mean you're leaving?"

"I'm afraid so," Twilight nodded. "Deems and the musicians still need our help. Not to mention we have to get back to Equestria to prepare for our own concert."

"A concert?" Elephanchine asked, wide-eyed. "How lovely!"

"Yeah, well it's not a concert since we don't have the music just yet," Pinkie points out. "But no worries, hopefully we'll have them ready soon… Or at least before this fanfic comes to an end.

_For real?_

Octavia blushed when Pinkie mentioned 'no music' for the concert. But she feels a hoof pat her back and turns toward Vinyl.

"No sweat, Tavi," Vinyl spoke. "Everything will be all right."

"All the same, I hope it's a beautiful concert," Hyacinth sighed sadly. "I suppose this is goodbye."

"No, darling," Rarity assured. "It's never goodbye."

"We'll visit you all again," Pinkie reassured with a smile. "I can't say how or when, but we certainly will."

"Still, it's sad you have to leave after all the fun we had," Elephanchine said.

"Indeed, you are some of the greatest dancers we've met so far," Madame Upanova complimented.

"Especially Rainbow Dash," Hyacinth added.

The Equestrians couldn't help but feel happy and flattered. Even the cyan Pegasus rubbed her neck, unable to hide a blush on her cheeks.

"Well, I have to admit, ballet is 'kinda' awesome."

"_Kinda_?" Applejack asked, with a cocky grin.

"Alright, alright!" Rainbow gave in. "I had a lot of fun! And I'll never underestimate ballet again."

"Though some of our moves could use a little more practice," Fluttershy admits.

"More practice?" Hyacinth giggled. "My dear, you're a natural. You all are!"

"And you boys as well," Ben said. "Despite being small, you would be great additions to my troupe."

"Gee, thanks, Ben," Spike smiled. "So, what you gonna do now that you and Hyacinth are a couple?"

"Why, he can live here in Ca d'Oro," Hyacinth said. "And his students too."

"Really?" Ben asked, surprised.

"But of course. Our school leaves no one out, even alligators."

Hyacinth ends the sentence with a 'boop' on Ben's snout. The gator gives a toothy grin in turn, which some may consider scary, but the hippo didn't mind.

"Oh, mi amore, you're the best girl a gator like me could ask for," Ben said.

The gator plants some small kisses along Hyacinth's cheek and neck, making her giggle. Rainbow couldn't help but stick her hoof in her mouth, while making a gagging sound. Fluttershy and Applejack couldn't help but giggle at the scene.

"It'll be a bit lonely without you," One of the elephants said.

"And we'll miss all of you too," Twilight said, tearfully.

And so, the Equestrians and the animal dancers gather together for one big group hug, tears flowing down as they did. When they released and wiped their tears away, they were more than ready to get back to Deems.

"Okay, that's enough," Rainbow said, rubbing her eyes. "It's getting too sappy for me."

"Hold on, everypony," Jiminy spoke, gaining their attention. "There's one thing left to do."

"What is it, Jiminy?" Twilight asked.

Jiminy points to himself, and it didn't take long for the little unicorn/alicorn to put two-and-two together.

"Oh, right," Twilight said, her horn glowing. "Are you sure about this?"

"Sure as rain, Twilight," Jiminy spoke. "True, being big has its advantages and I enjoyed it very much. But… I'd rather be my good ole small-self."

With no further questions, Twilight nods and fulfills Jiminy's request. She zaps a beam of magic at him and, in a flash, he was restored to his normal size. The cricket checked himself out, satisfied to be small again.

"Ah, good to be 'little ole me' again," Jiminy sighed.

He jumps atop of Applejack's hat, which she didn't mind at all.

"Alright everypony," The cowpony declared. "Time to move our caboose."

"Goodbye everyone!" The Equestrians waved.

"Goodbye!" The dancers waved back.

"And remember: Anytime you wish to return, our doors are always open," Hyacinth said.

"We'd be more than happy to give you more lessons," Ben added.

The ponies, dragon, and cricket nod as they jump through the portal one-by-one, before the portal itself vanished.

"I really like them," Ben said. "I hope we see them again soon."

"So do I," Hyacinth agreed, turning to Ben. "So, where were we?"

"Ooh… _I_ remember…"

Smirking, Ben leans Hyacinth to his right, as she giggles in his arms before the two plant a kiss to each other under the pale moonlight.

* * *

**The Orchestra Stand**

Deems checked all the sheet music, which his Equestrian friends collected throughout their journey. It didn't take long before the songbook began to glow, drawing his attention. Once more, our heroes reappear before the Master of Ceremonies and all the musicians on the stand.

"We're back!" Pinkie announced.

"Ah Pinkie, good to see you all back," Deems smiled. "Did you have fun?"

"We sure did," Applejack nodded.

"And boy, what a finale!" Jiminy cried. "Wow!"

"Yeah man, even Rainbow Dash enjoyed it," Vinyl said.

"Really?" Deems asked, surprised.

"Well, uh… It's kinda… Um…" The blue Pegasus stammered, blushing again. "Yeah, I did."

"Are you kidding?!" Pinkie stepped in. "She LOVED it! That makes two things she enjoys as much as flying: Books _and_ ballet. And it doesn't make her less an awesome flyer than she already is."

"First off, that's my line," Rainbow Dash smiled. "But… You're right."

"That's great," Deems smiled. "By the way, how's your flank?"

"Much better, thanks for asking."

"You're welcome."

Eventually, as they spoke of their experience, the whole group began stripping themselves of their uniforms.

"By the by, would we trouble you if we kept these?" Rarity asked.

"Of course not," Deems brushed off. "Master Yen Sid fashioned them especially for all of you."

The ponies, but mostly Rarity, smiled hearing that. Of course, Deems wasn't sure how to react to the ponies undressing before him and the other musicians. But nevertheless, he listened as Twilight neatly folded the outfits and tutus in her saddle bag with infinite space.

"Hyacinth and the others were very nice," Twilight spoke. "They taught us a lot about ballet."

"They even called us the best dancers they've ever seen," Spike said.

"And Twilight used her magic to make Jiminy bigger so he could dance with all of us at our level," Pinkie explained further. "Oh, and I think we can confirm the Hyacinth/Ben ship is set to sail. True, they may be a hippo and an alligator, but that's love for you. There's not a more beautiful more powerful friendship than love, am I right?"

"It seems I missed all the fun," Deems smiled, nodding.

"Oh, don't worry Deemsy," Pinkie said, showing him pictures. "You can watch the pictures I put together in my picture book."

"Deemsy?" The Master of Ceremonies chuckled.

Rarity watched along, wondering how Pinkie Pie pulled it off when she clearly didn't see her take any pictures. She opened her mouth to say something, but then placed her hoof on her cheek.

"Never mind."

"And what of the sheet music?" Deems asked.

"Here you go," Applejack spoke through her teeth, holding the sheet. "Completely unharmed."

Deems grabs the sheet, inspects it for damage, and places it neatly with the other sheets. As he does so, the ponies fixed their manes back to their original look. While Applejack puts her hat back on, Vinyl puts her glasses onto her muzzle. Jiminy wore his fancy garbs, which he received from the Blue Fairy.

When they were ready, Deems turned to them and smiled. The first time he met them, he never expected to meet the most unusual guests. The strangest ponies he ever encountered and not even of his world. And yet, when they offered to help, he got to know them more. He couldn't be any prouder to call them his friends even Leopold shared the same feeling.

"You've all done well," Deems spoke again. "I don't know how to thank you."

"No need," Twilight smiled. "We don't ask for anything in return; we do it because we want to."

"So, there's only one sheet music left, right?" Rainbow asked. "Well I say, bring it on!"

"I'm not sure, but I think there might be 'two' pieces but I'm not sure," Pinkie pondered. "I don't guess it all depends how the next chapter is approached."

It was during this moment, when Rainbow Dash brought that up, the worry on Deems' face began to form.

"You don't have to search for it," Deems assured. "Our concert will be fine with just six."

"Huh?!" Everypony asked.

Everypony had a different expression on their face: Shock… Surprise… But mostly, confusion…

"But you still haven't got the last one yet," Fluttershy said.

"It's okay, Fluttershy," Deems reassured. "The sheets we have are more than enough to perform for the concert."

"Whoa, whoa, whoa! I don't think so!" Rainbow waved her hooves. "Deems, we promised we'd find all your lost sheet music and bring it back here! We 'never' withdraw from our promises!"

"Yeah, leaving one number out of the concert feels incomplete," Pinkie added. "It's like trying to bake a cupcake without butter… The consequences could be disastrous."

"I don't believe my own ears, but Pinkie is right," Octavia agreed. "Leaving any piece of music out, especially a good one you've planned, would be a regrettable decision."

"I agree with both of them," Vinyl agreed as well. "The last piece of music must be quite a masterpiece for your concert. Why leave it out?"

Deems had no idea how to say this gently. It was if he was determined to protect them from something, but these girls (With two gentlemen) were stubbornly determined to complete their task.

"It's something to do with that songbook, isn't it?"

Once Twilight asked the question, Deems released a deep sigh and nodded. Everypony turned toward the songbook with the green glow, the book Twilight's eyes caught before their trip to Ca d'Oro Palace.

"Deems, what's wrong with it?" Twilight asked.

"There's plenty wrong with it," Leopold joined in. It be wise to take Mr. Taylor's advice, if you want to stay alive, leave it alone."

"S-s-s-s-stay alive?" Fluttershy trembled. "W-w-w-what do you mean?"

"Girls, I know you've faced many challenges. The Rite of Spring, The Pastoral Symphony, just to name a few. But this… This is unlike 'anything' you've faced before. That place… It's not holy."

The Equestrians didn't know what he meant, but those words alone made them very uncomfortable.

"You must understand that place is tougher than you realize," Leopold spoke further. "Since there's not one but _two_ sheet music in there."

"Two in one realm?!" Rainbow asked worried.

"Didn't see that one coming," Applejack spoke similarly.

"I knew it!" Pinkie snapped her hooves.

"We had the idea to combine two pieces of music, so different in construction and mood, to one that would set each other off perfectly," Deems explained further. "The first one is called _A Night on Bald Mountain_, a symphonic poem written by one of Russia's greatest composers: Modest Mussorgsky. One he remodeled a few times so it would be included in one of his operas. His mentor was critical about the piece and refused to let it perform. One of the operas he tried to include it, _The Fair at Sorochyntsi_, was unfinished and thus it never got the chance to shine."

"That's rather sad," Octavia sighed.

Octavia felt for the poor composer, as Vinyl felt for her. The D.J. knew how it felt trying to publish something new only for it never to be shown or heard. Just as Octavia was feeling about their own concert back home.

"But it wasn't over yet," Deems continued. "After Mussorgsky died, Nikolai Rimsky-Korsakov, another famous composer, who was also his best friend, published an arrangement of Mussorgsky's work for his unfinished opera. The piece was finally played for the first time in front of an audience, becoming a success and a favorite."

_Rimsky-Korsakov was known for pieces of music such as 'Flight of the Bumblebee'… Hmm, 'Flight of the Bumblebee'… I'll tell you about it later. Moving on!_

The Equestrians were glad to hear that, especially the two music ponies. If that wasn't a sign of true friendship, don't ask what it is.

"How very honorable and generous," Rarity nodded in approval.

"And so sweet to finish the work he couldn't," Twilight added.

"Took the words right out of my mouth, Twi," Vinyl said.

"And now, that music…" Deems sighed. "That horrifying music created that land, just like the other sheet music created the other realms."

"The last realm has a huge bald mountain towering over a sleeping village," Leopold added.

Our heroes turned to each other, curious yet anxious, wondering where this story was going.

"I'm warning you, little ones," Leopold continued. "That place is not what it used to be. You don't want to die there, especially so young."

The Equestrians shivered again, as the composer continued.

"Doom and death is all you'll find there. Doom and death, so please… Don't go."

"I'm afraid Mr. Stokowski is not overreacting," Deems spoke again. "It's a place where nightmares are reality."

"Oh, come on!" Rainbow spoke, causing every pony to face her. "We've faced scary stuff in our days."

"Uh, Rainbow?" Octavia spoke up. "Didn't you listen to what they said? Whatever's going on in that realm must be serious."

"Yeah, I listened. But come on, it can't be as bad as they say."

"Rainbow, must I tell you again about underestimating?" Twilight asked, seriously.

"I know, I know!"

The blue Pegasus knew what Twilight meant or at least 'tried' to. She hated being reminded of that fact again.

"Twilight has a good point right there," Fluttershy spoke. "But can't we at least try? I mean I know it might be tough… Or _scary_, but there must be a small chance."

The Equestrians pondered on Fluttershy's surprising bit of hope.

"I'm sure we could find something better than… _Death_," Spike gulped.

"That village is under a spell," Leopold points out. "A dark one at that."

"In the past, it was like any normal village with little trouble," Deems said. "But then came the Dark Age, when the world was haunted by fear and superstition."

"Sounds like some old ghost story to scare foals and fillies," Rainbow said.

"It's not a ghost story!"

The serious tone in Deems voice caused the ponies to flinch back a bit. He then spoke further in his usual calm tone.

"In those days, many people believed evil spirits traveled the Earth in human form. Thousands of people, both guilty and innocent, were either hanged or burned at the stake for witchcraft and sorcery."

"It's true," Jiminy spoke up. "Many people, mostly the innocent, died due to the ignorant and superstitious."

"I don't like this story," Fluttershy spoke, frightened.

"Through the course of years, more darkness was born inside these people," Deems explained. "And then, on Walpurgis Night, they gathered together on top of the mountain and did a very, very horrible act: They unleashed a monster from the depths of the Earth."

"W-Walpurgis Night?" Twilight asked, shivering.

"The night of evil," Leopold explained. "It shares many of the traditions as Halloween."

"And Halloween is…?" Vinyl asked.

"I can explain," Jiminy offered. "It's another human holiday going back to ancient times. It is believed that the spirits of the dead walk that night. To celebrate, people dress as monsters, witches, and zombies and go in front of houses to gather candy."

"Ooh! Like Nightmare Night!" Pinkie said, excitedly. "Wow! Our worlds have a lot in common when it comes to holidays."

"But you won't see dressed-up people or children collecting candy in there," Deems warned. "In fact, after that first night, no human dared go outside. Many left that godforsaken place, never to return. Few live there, you can say it's… Abandoned."

The more Deems and Leopold explained, the more worried and anxious our heroes grew.

"Only one person managed to retrieve the two sheet music. Others who tried weren't so lucky."

The Equestrians cringed fearfully.

"And… Who was this person?" Twilight asked.

"The same one who came with the idea for this concert," Deems answered. "The one I mentioned earlier when you first arrived."

The purple pony pondered until it came to her.

"_Walt Disney…_"

Deems nodded silently.

"He managed to travel the realms and recover the sheet music, just as you did, including the last two. But he couldn't have done it after facing… _Him_."

"The monster?" Spike gulped.

"He, as so many others, saw evil in its purest form. A giant demon, born from nightmare and myth, older than the world itself. He is the black god, and they call him… Chernabog."

When Deems spoke that name aloud, all the other musicians quivered with fear at the near-mention. Even the Equestrians didn't like the name. They've heard small uncommon stories of demons before, but never one as this. They also knew how bad they are and one with a name like Chernabog is certainly not good.

"He's merciless," Deems continued. "A monster with dominion over a vast army of nightmarish creatures you wouldn't like to meet in your worst nightmares. He even has terrifying powers, mostly fire and darkness. He can corrupt lost souls, forcing them to do his bidding, even kill and revive them if he wants to. He is said to be the closest to Satan, the devil from which is believed where all evil comes from. Trust me: You'll never win against him."

"End of story, right?" Spike asked fearfully. "Cause this whole thing got dark, even for me."

"Such tales are not suitable for foals," Rarity said.

"Ah don't think their suitable for anypony," Applejack agreed.

"But there must be some way to beat him," Twilight hoped. "Every creature has a weakness like with everything else."

"It is said he doesn't like the light, especially sunlight," Deems said. "He doesn't like church bells either. Walt was lucky enough to escape before he could get him. Chernabog's deepest desire is to bring everything in existence in eternal darkness. No man or woman has ever dared to stand against him… And _lived_."

"There are some who wish to serve and worship him like the ones who brought him into the world," Leopold added.

"What about the second sheet music?" Octavia asked.

"That would be 'Ave Maria' by Franz Schubert," Deems replied. "His most famous work in the entire world. It was used in a poem about a girl who, together with her father, flees from a vengeful king. They hid in a cave, praying to the Virgin Mary, a Jewish woman who gave birth to a boy from which was said to be the son of God. If you believe in that sort of thing, of course."

The Equestrians turned to each other, clearly confused.

"I suppose you never attended Sunday School?" Deems asked.

"I don't think so," Pinkie said. "I'm not sure if we have something like that."

"Well anyway, for our concert, Schubert's Ave Maria symbolizes the light to drive the darkness away," Deems continued.

"It is beautiful music," Jiminy replied. "I can see why it would fit along with Mussorgsky's piece."

"But I can't risk allowing you to enter the realm, it's too dangerous," Deems insisted. "Neither of us want to be responsible for your deaths."

"But Deems…" Twilight said.

"It's okay," Leopold assured. "We'll be fine."

"Girls, I think it would be best we listen to them," Jiminy agreed.

"I must agree," Rarity said. "As much as I want to help, I'm too pretty to be killed by a demon."

"What's the plan, Twi?" Applejack asked.

Twilight thought hard about this. It was indeed best to take their advice, to not enter the realm. But it felt unfair they didn't have the last two sheet music to complete the concert. They promised they would collect all of them but doing that could send them to their doom and she didn't want to lose her friends. True, they faced a bloodthirsty T-Rex and a mischievous God. They were lucky to survive them both, but if they face Chernabog, chances are they wouldn't live to tell the tale. This was a tough decision indeed until she said the next thing.

"I cannot break a promise we made. I'll go to the realm myself; no one has to come."

"What?!" Everypony gasped.

"Twilight…" Deems spoke, worried.

"I'm not afraid," Twilight insisted.

"An unwise thought," Leopold shook his head.

"The book brought my friends and I here for a reason," Twilight continued. "If Walt managed to collect the sheet music before, at least there's a small chance. I'm sorry, but I'm not leaving those sheets alone without a fight. And if I lose, I want you to watch after the baby dinosaurs and Equestria."

Her friends, along with everyone in the room, were in complete shock. That this unicorn/alicorn was willing to sacrifice herself so willingly. They stare at her as she walked past them, slowly toward the songbook.

The Equestrians turn to each other, giving a determined nod and followed Twilight until they were beside her.

"Girls?" Twilight asked surprised. "Guys, what are you doing?"

"You didn't think we'd let you do this by yourself, did you?" Rainbow asked. "If you're doing something, we want in."

"No, I said…" Twilight started.

"Sorry, Twilight," Applejack interrupted, placing a hoof on Rainbow's shoulder. "We ain't lettin' you lose to some demon no matter how tough he is."

"I'm scared to go," Fluttershy said, trying to be brave. "But I'm scared to lose you more."

"I'm going too," Octavia said, determined. "Even if it's dangerous and unfit for a mare like me."

"Count me in!" Vinyl smiled towards Octavia, who smiled in return.

"I'm ready!" Rarity said.

"Pinkamena Diane Pie reporting for duty!" The pink mare salutes.

"You'll need a conscience to get you through this too," Jiminy jumped onto her back.

"You know we'd never leave you behind," Spike said.

"Guys…" Twilight whispered.

The princess smiled before every single one of them, then turned to Deems with a determined look.

"There's no stopping either of you, is there?" He asked.

"Trust us, Deems," Spike replied. "We can be very stubborn if it's for a good cause."

The Master of Ceremonies deeply sighed before answering.

"Very well then. You know the drill?"

"Yes," Twilight said.

She, along with the others, stare at the songbook. Before Twilight could use her magic, Deems interrupts her once more.

"Twilight," He said, causing The Equestrians to face him. "You have to realize what you and your friends are doing is risky, hazardous and suicidal. Stay away from the mountain; if you face him, you'll never come back."

Twilight gave an understanding nod. She and her friends face each other nervously, before she breathed in and out.

"Alright, everypony," She said. "Let's do this!"

Twilight fired a beam of magic toward the songbook, opening a portal for the last time.

As the process goes along, Leopold silently spoke with Deems.

"I can't believe they're willing to do this, even after the warnings we gave them. Are you truly assuming they're going to die? Is there nothing we can do to help them after everything they've done? There must be something, Deems… Anything."

Deems thought hard before speaking again.

"If they must succeed, they'll need all the help they can get," Deems declared. "Follow me."

Once again, the Equestrians were surrounded by musical notes. Only this time, everything got dark as a giant mist covered everything.


End file.
